TransDigm Group Inc. Files DEF 14A for FY2024

Ticker: TDG · Form: DEF 14A · Filed: Jan 24, 2025 · CIK: 1260221

Transdigm Group Inc DEF 14A Filing Summary
FieldDetail
CompanyTransdigm Group Inc (TDG)
Form TypeDEF 14A
Filed DateJan 24, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$7.9 billion, $4.2 b, $2.3 billion, $35.00, $1.9 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

TDG DEF 14A out - exec comp details for FY24 filed.

AI Summary

TransDigm Group Inc. filed a DEF 14A on January 24, 2025, for the fiscal year ending September 30, 2024. The filing details executive compensation and other corporate governance matters. Key figures include compensation data for the fiscal years 2022, 2023, and 2024, with specific amounts related to stock awards and changes in the fair value of outstanding equity awards.

Why It Matters

This filing provides crucial insights into how TransDigm Group compensates its top executives, which can influence investor decisions and perceptions of the company's governance practices.

Risk Assessment

Risk Level: medium — DEF 14A filings often contain information about executive compensation and corporate governance that can signal potential risks or changes in management strategy.

Key Numbers

  • 2024 — Fiscal Year End (The period covered by the filing's financial and compensation data.)
  • 2023 — Fiscal Year End (Previous fiscal year for comparative compensation data.)
  • 2022 — Fiscal Year End (Earlier fiscal year for comparative compensation data.)

Key Players & Entities

  • TransDigm Group INC (company) — Filer of the DEF 14A
  • 0001260221 (company) — Central Index Key for TransDigm Group INC
  • 20250124 (date) — Filing date of the DEF 14A
  • 20240930 (date) — Fiscal year end for the reported period

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit proxies from shareholders for an upcoming annual or special meeting of shareholders. It contains detailed information about matters to be voted on, including executive compensation, director elections, and corporate governance proposals.

When was this specific DEF 14A filing by TransDigm Group INC submitted?

This DEF 14A filing by TransDigm Group INC was submitted on January 24, 2025.

What fiscal year does this DEF 14A filing primarily cover?

This DEF 14A filing covers the fiscal year ending on September 30, 2024.

What type of compensation data is typically detailed in a DEF 14A?

DEF 14A filings typically detail executive compensation, including base salary, bonuses, stock awards, option awards, and other benefits, as well as the fair value of these awards and changes in their value.

What is the SIC code listed for TransDigm Group INC?

The Standard Industrial Classification (SIC) code listed for TransDigm Group INC is 3728, which corresponds to AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC.

Filing Stats: 4,549 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2025-01-24 06:30:54

Key Financial Figures

  • $7.9 billion — . In FY 2024, we generated net sales of $7.9 billion and EBITDA As Defined of $4.2 billion,
  • $4.2 b — f $7.9 billion and EBITDA As Defined of $4.2 billion, representing 21% and 23% growth,
  • $2.3 billion — owth, respectively. We also closed over $2.3 billion in acquisitions, making FY 2024 our sec
  • $35.00 — reholders through a special dividend of $35.00 per share in FY 2024 for a total of app
  • $1.9 billion — in FY 2024 for a total of approximately $1.9 billion. We were also pleased to generate value
  • $7,940 M — siness Highlights Net Sales Up 21% $7,940 Million, Up 21% from FY 2023 ($6,585M) N
  • $6,585M — % $7,940 Million, Up 21% from FY 2023 ($6,585M) Net Income from Continuing Operation
  • $1,715 M — me from Continuing Operations Up 32% $1,715 Million, Up 32% from FY 2023 ($1,299M) G
  • $1,299M — % $1,715 Million, Up 32% from FY 2023 ($1,299M) GAAP Earnings Per Share Up 16% $25
  • $25.62 — 99M) GAAP Earnings Per Share Up 16% $25.62 Per Share, Up 16% from FY 2023 ($22.03
  • $22.03 — $25.62 Per Share, Up 16% from FY 2023 ($22.03 per share) EBITDA As Defined (1) Up
  • $4,173 M — hare) EBITDA As Defined (1) Up 23% $4,173 Million, Up 23% from FY 2023 ($3,395M) A
  • $3,395M — % $4,173 Million, Up 23% from FY 2023 ($3,395M) Adjusted Net Income (1) Up 33% $1,
  • $1,966 M — 95M) Adjusted Net Income (1) Up 33% $1,966 Million, Up 33% from FY 2023 ($1,477M) A
  • $1,477M — % $1,966 Million, Up 33% from FY 2023 ($1,477M) Adjusted Earnings Per Share (1)(2)

Filing Documents

Executive Compensation

Executive Compensation 36 Compensation Discussion and Analysis 36 2024 Compensation Program Modifications 40 2024 NEO Compensation 44 Shareholder Engagement Summary 54 Fiscal 202 4 S ummary Compensation Table 58 Fiscal 202 4 G rant s of Plan Based Awards 59 Outstanding Equity Awards at 202 4 Fiscal Year-End 60 Option Exercises and Stock Vested in Fiscal 202 4 61 Potential Payments Upon Termination or Change in Contro l as of September 30, 202 4 61 CEO Pay Ratio 64 Pay Versus Performanc e 64 Audit Committee Report 68 Proposal 2 – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 202 5 69 Proposal 3 – Approval, on an Advisory Basis, of the Compensation of our NEOs 71 O ther Matters 73 Other Information 74

Security Ownership of Certain Beneficial Holders

Security Ownership of Certain Beneficial Holders 74 General Information Regarding the 202 5 Annual Meeting of S hare holders 75 D elinquent Section 16(a) Reports 78 S hareholder Proposals for the 202 6 Annual Meeting 79 Appendix A A- 1 Proxy Summary 2025 Annual Meeting of Shareholders This summary highlights the proposals to be acted upon at the annual meeting of shareholders ("annual meeting"), as well as selected executive compensation and corporate governance information described in more detail in this proxy statement. Annual Meeting Details Date & Time Thursday, March 6, 2025 9:00 a.m., Eastern time Location 1350 Euclid Avenue, Suite 1600 Cleveland, Ohio 44115 Record Date January 10, 2025 Only shareholders of record as of the close of business on the record date are entitled to vote at the annual meeting. Proxy materials are first being sent or made available to shareholders on January 24, 2025. Proposals Recommendation of the Board Page # 1 Election of ten director nominees to our Board of Directors FOR each of the nominees 24 2 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025 FOR 69 3 Approval, on an advisory basis, of the compensation of our NEOs ("Say-on-Pay") FOR 71 Ways to Vote For more detailed information, see the section entitled "How Can I Vote My Shares?" on page 77 . Online You may vote online prior to the annual meeting by visiting www.proxyvote.com By Phone You may vote by calling 1-800-690-6903 and, entering your control number found in your Notice of Internet Availability of Proxy Materials By Mail If you requested printed copies of the proxy materials, you may vote by mail In Person You may also vote in person at the annual meeting TransDigm Group Incorporated 2025 Proxy Statement 1 Proxy Summary Board Composition The current composition of the Board and its committees is as follows

Executive Compensation Program Overview

Executive Compensation Program Overview L ast year, shareholders representing 68.8% of our shares outstanding supported our executive compensation program. This was the highest level of shareholder support that we have received since 2017. We appreciate the support for our executive compensation program and the acknowledgment of the numerous changes we made in FY 2023 and over prior years. We believe our executive compensation program is strongly aligned with our shareholder's interests. This year, we believe our executive compensation program is even further aligned with the interests of our shareholders. As discussed more thoroughly later in the proxy, we did not exercise any pay out or vesting discretion in our executive compensation decisions. In addition, our executive compensation is well-aligned with our company's performance. Our share price was up approximately 73% between September 30, 2023 and September 30, 2024, which includes the $35.00 per share special dividend. Total CEO compensation decreased approximately 10% over that same period from approximately $23.9M in FY 2023 to $21.4M in FY 2024. (1) Includes $35.00 per share special dividend paid in November 2023 4 2025 Proxy Statement TransDigm Group Incorporated Proxy Summary O ur Executive Compensation Program is Heavily Weighted Towards Performance-Based Compensation CEO Compensation M ore than 93% of our CEO's total compensation is at-risk, performance-based compensation. The compensation of our remaining NEOs is similarly linked to shareholder interests with more than 93% of their total compensation, on average, constituting at-risk, performance-based compensation. Nearly 74% of our CEO's compensation is in the form of long-term, performance-based option awards. On average, nearly 64% of the compensation of the remaining NEOs is in the form of long-term, performance-based option awards. NEO Compensation CEO Pay Mix Target Average Other NEO Pay Mix Target Base Salary Target Annual C

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