DEF 14A of TransDigm Group INC, Jan 24, 2025

DEF 14A of TransDigm Group INC

Filed Jan 24, 2025 · FY20240001260221-25-000007

Open on EDGAR

  1. Executive Compensation Program Overview

    | Base Salary | Target Annual Cash Incentive | All Other Compensation | Long-Term Equity Award |

  2. Executive Compensation Program Overview

    Our NEOs Do Not Realize Compensation from Equity Awards Unless Options Both Vest and Our Share Price Appreciates In order for our NEOs to derive compensation from their option awards, two conditions must be satisfied. First, the options must vest. TransDigm must achieve a 17.5% growth rate of our Annual Operating Performance per Diluted Share (“AOP”) metric for options to fully vest. This growth rate is on par with high-performing private equity firms. If our AOP achievement is less than 10%, our options do not vest. A more fulsome discussion of the AOP metric and option vesting is on page 50. Second, the stock price must increase in order for our NEOs to realize any compensation from their options. If the stock price does not exceed the grant price of the options, they have no value. We believe this creates strong alignment between our NEOs and our shareholders.

  3. Components of Our Executive Compensation Program

    | | Base Salary | | | | | | Fixed element of annual compensation | | | | | | On average, accounts for 10% or less of NEO total compensation | | | | | Modest increases for Mr. Stein and Mr. Lisman. Salary increases for Ms. Wynne, Mr. Reiss, and Ms. Warren were more significant due to their position changes | | | Target Annual Cash Incentive | | | | | | Short-term cash incentive with variable payout opportunities | | | | | | On average, accounts for less than 10% of NEO compensation | | | | | No upward payout discretion was used for any of the NEOs | | | | | Robust and equally weighted targets of 51.0% EBITDA As Defined margin and $4.076B EBITDA As Defined dollars | | | | | We exceeded target goals for both EBITDA As Defined margin and EBITDA As Defined dollars in FY 2024 | | | Long-Term Equity Awards | | | | | | Long-term equity incentives in the form of performance-based stock options with multi-year vesting schedules | | | | | | Long-term equity awards remain 100% at-risk and performance-based | | | | | The Compensation Committee has a policy that it will not use discretion in vesting performance-based options | | | | | Full vesting requires 17.5% compound annual growth of AOP, which aligns performance with top performing private equity funds | | | | | Starting in FY 2025, all NEOs will shift to annual extension option awards. Mr. Stein’s annual extension option awards vest in year 5. The remainder of the NEOs’ annual extension option awards vest equally in years 4 and 5 |

  4. Shareholder Feedback and Responsive Changes

    | | No Discretionary Equity Awards | We heard feedback from our shareholders criticizing the use of discretionary option awards. As a result, we did not issue any discretionary equity awards in FY 2024, as further described below in Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives. | | | No Upward Discretion Used in Annual Cash Incentive | Our shareholders provided feedback that they would prefer for positive payout discretion not to be used on the Annual Cash Incentive for our NEOs. We did not utilize any positive payout discretion on these Annual Cash Incentives in response to this feedback. | | | Continued Enhancement of Our Investor Outreach Program | We continue to bolster our formal year-round shareholder engagement program, increasing the number of shareholder feedback meetings by almost 33% compared to FY 2023. | | | Increased Shareholder Responsiveness | We have taken actions in response to over 80% of feedback received from our shareholders. | | | Enhanced Compensation Program Disclosure | We continue to enhance the disclosure of our executive compensation program, including how our option compensation creates strong alignment between our NEOs and shareholders and additional details regarding the mechanics of our option grants. | | | Use of Refreshed Peer Group | We have implemented our new peer group which we believe is more reflective of our business. | | | Adoption of a Modified “Rule of 70” for Continued Vesting | We heard from our shareholders that they would prefer that the Company not use discretion in vesting the options of retiring NEOs. We adopted retirement vesting criteria that is more robust as it treats age and tenure more equitably by considering the sum of years of service and age. |

  5. Role of the Lead Independent Director

    | Compensation Committee | Responsibilities The Compensation Committee discharges the Board’s responsibilities relating to compensation of TransDigm executives and directors; oversees TransDigm’s compensation and employee benefit plans and practices; and has sole discretion concerning administration of TransDigm’s stock option plans, including selection of individuals to receive awards, types of awards, the terms and conditions of the awards, and the time at which awards will be granted, other than awards to directors, which are approved by the full Board. To the extent permitted under NYSE listing standards and applicable law, the Compensation Committee may delegate its power and authority as it deems appropriate to subcommittees of no fewer than two members that it may form from time to time. The Compensation Committee may also delegate certain of its authority pursuant to the terms of TransDigm’s stock option plans to one or more officers or other employees of TransDigm, subject to NYSE listing standards, applicable law, and the terms of such plans. For a description of the Compensation Committee’s processes and procedures, including the roles of its independent compensation consultant and the CEO in support of the Compensation Committee’s decision-making process, see the section entitled “Compensation Discussion and Analysis” beginning on page 36. Each Compensation Committee member is independent under NYSE listing standards, and a “non-employee director” as defined in Section 16(b) of the Exchange Act. In determining independence, the Board affirmatively determined that none of the Compensation Committee members has a relationship with TransDigm that is material to his ability to be independent from management in connection with his duties on the Compensation Committee. | | Members David A. Barr (Chair) Gary E. McCullough Robert J. Small | | | Meetings 5 | |

  6. 2024 Feedback and Actions

    | What We Heard | What We Did | | Shareholder Engagement | | | Our shareholders recognize that we have expanded our shareholder engagement efforts in recent years. Shareholders are appreciative of our enhanced engagement efforts and responsiveness and believe we should maintain our current practices. | We are committed to maintaining our enhanced approach to shareholder engagement and being responsive on issues highlighted by our shareholders. Our engagement program not only includes outreach to shareholders leading up to the annual meeting, but a cycle of outreach mid-year (late summer to fall) to gather feedback subsequent to our annual meeting. Directors will continue to participate in select engagement with shareholders. | | Corporate Governance | | | Shareholders praised the Company for the corporate governance enhancements in recent years, including the appointment of LID, refreshed committee composition, and more fulsome disclosure of corporate governance practices and board skills. | We will continue to engage with investors and regularly share their feedback with our Nominating and Corporate Governance Committee. We are committed to being responsive on consistent points of corporate governance feedback raised by investors. | | Shareholders were interested in our ongoing board refreshment process, including how we are considering diversity in such process. | The Board is comprised of directors with diverse expertise and backgrounds, which we believe enables thoughtful decision-making. The Board is committed to identifying qualified female and minority candidates for consideration for the Board. The process of reviewing potential new Board members is ongoing to identify the appropriate candidate(s) for the future. Consistent with this commitment, four of the last five Board members added to the Board were either a female or a minority. We will continue to engage with our shareholders about the strategic evolution of our Board. | | We requested feedback on the adoption of an overboarding policy for TransDigm directors. Though there wasn’t a single approach that all shareholders agreed upon, shareholders expressed support for the adoption of a policy. | TransDigm adopted an overboarding policy for directors in FY 2024. The policy allows TransDigm Board members that are NEOs to serve on one public company board (exclusive of TransDigm), while non-NEO directors can serve on a total of three boards (inclusive of TransDigm). Overall shareholders were pleased with the policy and the conservative approach to the number of boards permitted for both NEO and non-NEO directors. | | Executive Compensation | | | Shareholders were supportive of the changes to our peer group composition for FY 2024. | We are pleased that shareholders were supportive of the changes in our peer group composition. The new peer group for FY 2024 reflects almost 60% turnover in composition. We have also implemented a formal process to regularly review the composition of the peer group. | | Most shareholders expressed a belief that our executive compensation plan design aligns CEO and NEO pay with TransDigm performance and shareholders. | While the structure of our long-term incentive plan may look different than many other companies, it ultimately drives pay for performance alignment, which we recognize is a foundational tenet of how our shareholders evaluate Say-on-Pay. We will continue to solicit feedback from shareholders in the future. |

  7. 2024 Feedback and Actions

    | What We Heard | What We Did | | Shareholders expressed concern over the Compensation Committee's historical use of discretion in the payout of annual incentive bonuses, one-off equity retention awards, and special provisions for equity vesting upon retirement. | We understand that shareholders have a strong belief that payout or vesting discretion should be used in rare circumstances and, when utilized, be thoroughly explained in the proxy disclosures. In FY 2024, no payout or vesting discretion was utilized in any component of our compensation program. We are committed to use payout or vesting discretion only in extraordinary circumstances and provide fulsome disclosure if/when such a circumstance does arise. | | Shareholders valued the enhanced executive compensation disclosure in our previous proxy statement (2024). | We are appreciative that our enhanced proxy disclosure has helped shareholders better understand our approach to managing our business and the role that our unique executive compensation plan plays in driving long-term value. We strive to continually enhance our disclosure, including this year, where we have added more fulsome disclosure on topics such as how our compensation program aligns out NEOs with our shareholders. | | Shareholders were appreciative that during engagement calls we proactively explained the NEO promotion equity awards that would be reflected in this year’s proxy statement. | Shareholders were supportive of our approach and now have a better understanding of how our promotion equity awards are allocated, structured, and implemented. Discussions with shareholders informed the additional disclosure that appears in Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives on page 47. | | Other Topics | | | We asked our shareholders for feedback on a refined retirement policy for our NEOs and other senior management. Shareholders were universally supportive of our new approach. | We implemented a formal modified “Rule of 70” retirement policy that enables retirement eligibility provisions for equity vesting when the sum of age and years of service (at least 10 years with 6 years in the most senior role) equals 70. We will review this policy on a regular basis to ensure it still meets the needs of TransDigm and its employees. |

  8. Board Nominees and Composition

    Board Nominees and Composition

  9. Board Nominees and Composition

    | Name | Age | Independent | AC | CC | N & CGC | EC | | | | | | | | | | The Board of Directors recommends that the shareholders vote FOR each of the ten director nominees for election set forth below. | | David A. Barr | 61 | | | | | | | | Jane M. Cronin | 57 | | | | | | | | Michael Graff | 73 | | | | | | | | Sean P. Hennessy | 67 | | | | | | | | W. Nicholas Howley, Chairman | 72 | | | | | | Our Nominees David A. Barr Jane M. Cronin Michael Graff Sean P. Hennessy W. Nicholas Howley (Chairman) Gary E. McCullough Michele L. Santana Robert J. Small (LID) Kevin M. Stein (President and CEO) Jorge L. Valladares III | | Gary E. McCullough | 66 | | | | | | | | Michele L. Santana | 54 | | | | | | | | Robert J. Small, LID | 58 | | | | | | | | Kevin M. Stein, President and CEO | 58 | | | | | | | | Jorge L. Valladares III | 50 | | | | | | | | AC: Audit Committee; CC: Compensation Committee; N & CGC: Nominating and Corporate Governance Committee; EC: Executive Committee Chair Member | | | | | | | |

  10. Board Nominees and Composition

    | 24 2025 Proxy Statement | TransDigm Group Incorporated |

  11. Director Nominees for Election

    Director Nominees for Election The chart above and the following biographies describe the skills, qualities, attributes, and experience of the nominees that led the Nominating and Corporate Governance Committee and the Board to determine that it is appropriate to nominate these directors for election to the Board.

  12. Director Nominees for Election

    | | David A. Barr has been a Managing Director of Bessemer Investors, a family-owned private capital fund, since 2017. Formerly Mr. Barr served as a Managing Director of Warburg Pincus LLC, a private equity fund, from 2001 to 2017. Mr. Barr also served as a TransDigm director from 2003 to 2011. Mr. Barr leverages his private equity leadership experience to bring a private equity philosophy to the Board consistent with TransDigm’s management approach. Mr. Barr also has extensive public company experience. He previously served on the board of Aramark, a food service and facilities services provider, helping guide them through their transition from private to public ownership. Mr. Barr has considerable experience in evaluating and establishing executive compensation at both public and private companies. Former Public Company Directorships In The Last Five Years Builders FirstSource, Inc., a NYSE-listed supplier of building products and services, through December 2020. Selected Directorships And Memberships Good Shepherd Services Board of Trustees– Wesleyan University | | David A. Barr | | | Age 61 | | | Director Since 2017 | | | Committees Compensation (Chair) | |

  13. Director Nominees for Election

    | | Jane M. Cronin has held the role of Senior Vice President – Enterprise Finance of The Sherwin-Williams Company, a manufacturer, developer, distributor, and seller of paint, coatings, and related products, since the beginning of January 2025. Ms. Cronin previously served as Senior Vice President – Enterprise Finance and Principal Accounting Officer from 2016 to 2024. Prior to that, Ms. Cronin held roles of increasing responsibility at The Sherwin-Williams Company, including Vice President–Internal Audit and Loss Prevention and Vice President – Controller, Diversified Brands division. Ms. Cronin’s experience with accounting and financial matters at a large public company in the manufacturing industry enables her to provide valuable insight in her role on the Board and as a member of the Audit Committee. In addition, Ms. Cronin also has experience with acquisitions and integrations, including The Sherwin-Williams Company’s acquisition of Valspar. Other Current Public Company Directorships Cleveland Cliffs Inc., a NYSE-listed manufacturer of flat-rolled steel and iron ore pellets, from January 2025. Selected Directorships and Memberships Providence House Crisis Nursery Juan and Reagan Thornhill Family Foundation | | Jane M. Cronin | | | Age 57 | | | Director Since 2021 | | | Committees Audit Nominating and Corporate Governance | |

  14. Director Nominees for Election

    | TransDigm Group Incorporated | 2025 Proxy Statement 27 |

  15. Director Nominees for Election

    | | Michael Graff has been a Senior Advisor at Warburg Pincus LLC, a private equity firm, since 2020. Prior to 2020, he was a Managing Director of Warburg Pincus LLC since 2003. Formerly, he was President and Chief Operating Officer of Bombardier Aerospace, an aerospace manufacturer. Mr. Graff brings knowledge of acquisitions and capital market transactions to the Board both from his time at Bombardier Aerospace and at Warburg Pincus LLC. Mr. Graff’s extensive background and expertise in the aerospace industry, coupled with his financial management and strategic planning and analysis, provides the Board with valuable insight and industry experience that he has used throughout his tenure on the Board, including guiding TransDigm through its initial public offering, the financial crisis, and the COVID-19 pandemic. Mr. Graff’s tenure on the Board and prior experience, both in aerospace and private equity, adds valuable insight and perspective that have helped TransDigm stay focused and disciplined over time as TransDigm strives to provide private equity returns with the liquidity of the public market. Mr. Graff’s management consulting background at McKinsey Company, a management consulting firm, contributes to his experience as an industry leader and demonstrates his strategic planning and analytical acumen. | | Michael Graff | | | Age 73 | | | Director Since 2003 | | | Committees Nominating and Corporate Governance Executive | |

  16. Director Nominees for Election

    | | Sean P. Hennessy is the retired Senior Vice President, Corporate Planning, Development & Administration of The Sherwin-Williams Company, a manufacturer, developer, distributor, and seller of paint, coatings, and related products, serving in that role from January 2017 to March 2018 in connection with the company’s integration of its Valspar acquisition. Prior to that, Mr. Hennessy served as Chief Financial Officer of The Sherwin-Williams Company from 2001 to 2016. He was formerly a certified public accountant. As a former chief financial officer of a large manufacturing public company, Mr. Hennessy’s brings a significant wealth of financial and accounting experience and expertise to his role on the Board. His insight and experience of navigating various audit complexities related to acquisitions, as well as general audit matters typical of a large public company is invaluable and critical for his service on the Board and as Chair of the Audit Committee. His experience of navigating various financial economic cycles has been and continues to be a valuable resource for TransDigm. Other Current Public Company Directorships Perimeter Solutions, SA, a NYSE-listed manufacturer of highly engineered forest fire retardant and suppressant chemicals and equipment and oil additives and operator of forest fighting stations, from November 2021. Selected Directorships And Memberships St. Edward High School Sisters of Charity Foundation of Cleveland University Hospitals Miracle Fund | | Sean P. Hennessy | | | Age 67 | | | Director Since 2006 | | | Committees Audit (Chair) | |

  17. Director Nominees for Election

    | 28 2025 Proxy Statement | TransDigm Group Incorporated |

  18. Director Nominees for Election

    | | W. Nicholas Howley co-founded TransDigm in 1993 and has been Chairman of the Board since 2003. He was employed as Executive Chair from 2018 to August 2021 and served as President and/or Chief Executive Officer of TransDigm from 2003 to 2018 and TransDigm Inc. from 1998 to 2018. As a TransDigm co-founder, Mr. Howley brings to the Board an extensive understanding of TransDigm’s business. Mr. Howley has played an integral role in TransDigm’s establishment and implementation of its core strategy on an ongoing basis and in its rapid and strategic growth. Other Current Public Company Directorships Perimeter Solutions, SA, a NYSE-listed manufacturer of highly engineered forest fire retardant and suppressant chemicals and equipment and oil additives and operator of forest fire fighting stations, from November 2021. Former Public Company Directorships In The Last Five Years EverArc Holdings Limited, a cash shell company listed on the London Stock Exchange, through November 2021 when it merged with Perimeter Solutions, SA. Selected Directorships And Memberships Cleveland Clinic Cristo Rey Network Drexel Education Fund Howley Foundation, Chair Rock and Roll Hall of Fame Drexel University St. Joseph Preparatory School | | W. Nicholas Howley Chairman | | | Age 72 | | | Director Since 1993 | | | Committees Executive (Chair) | |

  19. Director Nominees for Election

    | | Gary E. McCullough currently serves on the board of directors of Commercial Metals Company, a steel and metal products business, and serves as an investor in, and advisor to, several private entities. He previously served as a co-chair of the Advisory Council for Legacy Acquisition Corporation, a special purpose acquisition company traded on the NYSE, until it consummated a business combination in November 2020. Mr. McCullough also previously served as Chief Executive Officer of ARI Packaging, a provider of packaging solutions, from 2014 to 2017. Prior to that, he was President and Chief Executive Officer of Career Education Corporation, a provider of career-focused learning, from 2007 to 2011, where he also served on the board of directors. Mr. McCullough previously served on the board of directors of The Sherwin-Williams Company from 2002 to 2011, where he served on the audit committee during his entire tenure and served as the audit committee chair during 2011. Mr. McCullough has also held senior executive roles at Abbott Laboratories, a healthcare products and services company, Wm. Wrigley Jr. Company, a gum and candy manufacturer, and The Procter & Gamble Company, a consumer goods manufacturer. Notably, Mr. McCullough also served as an Infantry Officer in the U.S. Army for five years, beginning as a Second Lieutenant and rising to the rank of Captain. Mr. McCullough brings vast public company leadership and board experience to the Board. Other Current Public Company Directorships Commercial Metals Company, a NYSE-listed manufacturer, recycler, fabricator and provider of steel and metal products and related materials and services, from October 2021. Selected Directorships And Memberships Rush Oak Park Hospital, Chair Rush University Medical Center Wright State University Foundation | | Gary E. McCullough | | | Age 66 | | | Director Since 2017 | | | Committees Compensation Nominating and Corporate Governance (Chair) | |

  20. Director Nominees for Election

    | TransDigm Group Incorporated | 2025 Proxy Statement 29 |

  21. Director Nominees for Election

    | | Michele L. Santana has been Chief Financial Officer of Arrow International since August 2024. Arrow International, a private equity owned company, is the world's largest manufacturer of charitable gaming solutions. Prior to Arrow International, Ms. Santana held the Chief Financial Officer role at Bedrock Manufacturing Company, an investment firm focusing on retail brands, from October 2021 to August 2024, Majestic Steel USA, a privately held steel company, from November 2019 to October 2021, and Signet Jewelers Limited, a NYSE-listed retail jeweler, from 2014 to 2019. Prior to becoming a Chief Financial Officer, Ms. Santana was Senior Vice President and Controller of Signet Jewelers Limited and previously had 14 years of public accounting experience at KPMG. Ms. Santana is a certified public accountant. Ms. Santana brings to the Board diverse financial and business expertise from her prior experience as a Chief Financial Officer of a large public company as well as her current experience with private equity including mergers and acquisitions. In her role as Chief Financial Officer of Bedrock Manufacturing, she also oversaw Information Technology. In addition, she has significant prior experience as a public accountant at KPMG. Selected Directorships And Memberships Akron Zoo, Chair International Women’s Forum Women Corporate Directors | | Michele L. Santana | | | Age 54 | | | Director Since 2018 | | | Committees Audit Nominating and Corporate Governance | |

  22. Director Nominees for Election

    | | Robert J. Small has been a Managing Director of Berkshire Partners LLC, a private equity investment firm, since 2000 and initially joined the firm in 1992. Since its inception in 2007, Mr. Small has been a Managing Director of Stockbridge, the public equity business unit of Berkshire Partners LLC that manages a concentrated portfolio seeking attractive long-term investments. The firm’s Stockbridge and Private Equity teams frequently collaborate and leverage their collective industry expertise across sectors. Mr. Small brings to the Board an extensive knowledge of acquisitions and capital market, business, and financial transactions, based on more than 30 years of experience in both public and private equity, as well as a breadth of board experience. Mr. Small is or has been a director of several of Berkshire Partners LLC’s portfolio companies, including having previously served as director of Hexcel Corporation, a composite materials producer primarily for aerospace applications, which is listed on the NYSE. Selected Directorships And Memberships Boys and Girls Clubs of Boston Kingsley Montessori School | | Robert J. Small Lead Independent Director | | | Age 58 | | | Director Since 2010 | | | Committees Compensation Executive | |

  23. Director Nominees for Election

    | 30 2025 Proxy Statement | TransDigm Group Incorporated |

  24. Director Nominees for Election

    | | Kevin M. Stein has been Chief Executive Officer of TransDigm since April 2018 and President since January 2017. He also served as Chief Operating Officer from January 2017 to March 2018. Prior to that he was Chief Operating Officer of TransDigm’s Power and Control segment from October 2014 to December 2016. Prior to that, Mr. Stein was President of the Structurals Division and Executive Vice President of Precision Cast Parts from 2009 to 2014. Mr. Stein was appointed to the Board in connection with his promotion to Chief Executive Officer in 2018. Mr. Stein has extensive knowledge and experience in the Company’s manufacturing and aerospace operations based on his various roles within the Company. Other Current Public Company Directorships Axalta Coating Systems Ltd., a NYSE-listed manufacturer specializing in coatings in a wide variety of industrial applications, material, and sectors, including automotive paints, from September 2023. Former Public Company Directorships In The Last Five Years Perimeter Solutions, SA, a NYSE-listed manufacturer of highly engineered forest fire retardant and suppressant chemicals and equipment and oil additives and operator of forest fighting stations, from November 2021 to April 2022. Selected Directorships And Memberships Cleveland Institute of Music Gilmour Academy Greater Cleveland Sports Commission Hobart and William Smith College | | Kevin M. Stein | | | Age 58 | | | Director Since 2018 | | | Committees None | |

  25. Director Nominees for Election

    | | Jorge L. Valladares III served as the Chief Operating Officer of TransDigm from April 2019 until his retirement in September 2023. Prior to that, Mr. Valladares served as Chief Operating Officer of the Power & Control Segment from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm Inc., from 2009 to 2013, and as President of AdelWiggins Group, a division of TransDigm Inc., from 2008 to 2009. Prior to that Mr. Valladares served in a variety of senior leadership, operations, sales and marketing, and engineering roles at AdelWiggins Group, since 1997. Mr. Valladares was appointed to the Board because of his all-encompassing and deep knowledge of TransDigm’s business. Specifically, Mr. Valladares has extensive knowledge of the operations of TransDigm’s industry at large. Other Current Public Company Directorships Perimeter Solutions, SA, a NYSE-listed manufacturer of highly engineered forest fire retardant and suppressant chemicals and equipment and oil additives and operator of forest fighting stations, from May 2024. | | Jorge L. Valladares III | | | Age 50 | | | Director Since 2023 | | | Committees None | |

  26. Director Nominees for Election

    | TransDigm Group Incorporated | 2025 Proxy Statement 31 |

  27. Director Compensation

    Director Compensation Mr. Stein, the only director who is also a current TransDigm employee, does not receive any director compensation while he serves as an employee. Mr. Howley also does not receive any director compensation, as he received an option grant in FY 2022 in connection with the early termination of his employment agreement and transition to non-executive Chairman. Each director can, at his or her option, choose to have compensation paid in cash or shares of TransDigm’s common stock. Compensation for independent directors, other than Mr. Howley, and Mr. Valladares for FY 2024 was as follows: • An annual retainer fee of $75,000, with such fee being paid semi-annually in arrears. • An additional retainer of $40,000 to the LID, paid semi-annually in arrears. • An additional retainer of $20,000 to the chairs of the Audit and Compensation Committees, paid semi-annually in arrears. • An additional retainer of $10,000 to the chair of the Nominating and Corporate Governance Committee, paid semi-annually in arrears. • An annual grant of stock options valued at approximately $250,000 on a Black-Scholes “fair value” basis. These options are subject to the same rigorous vesting criteria as used for our NEOs. Performance metrics and vesting criteria are described below in more detail — see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives.” For special dividends commencing in 2022, the Board members (including Mr. Stein) receive a reduction in the exercise price of their respective options as contemplated by our shareholder-approved equity plans in connection with a capital adjustment event. For special dividends declared prior to 2022, directors still receive DEPs related to such special dividends on the options outstanding at the time of those special dividends vest. Those payments have ceased after FY 2024. Non-employee directors other than Mr. Howley must maintain equity in TransDigm (i.e., stock or vested in-the-money options) equal to at least $250,000. Mr. Howley must maintain equity in TransDigm of $6,000,000, at least half of which must be maintained in stock.

  28. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table sets forth (in dollars) the compensation paid to or earned by TransDigm’s non-employee directors during FY 2024.

  29. Fiscal 2024 Director Compensation

    | Name | Fees Earned or Paid In Cash (2) ($) | Stock Awards(2) ($) | Option Awards (3) ($) | All Other Compensation(4) ($) | Total ($) | | David A. Barr | 12,158 | 82,842 | 253,619 | 19,500 | 368,119 | | Jane M. Cronin | 1,732 | 73,268 | 253,619 | — | 328,619 | | Mervin Dunn (1) | — | — | — | — | — | | Michael Graff | 1,732 | 73,268 | 253,619 | 19,500 | 348,119 | | Sean P. Hennessy | 12,158 | 82,842 | 253,619 | 19,500 | 368,119 | | W. Nicholas Howley | — | — | — | — | — | | Gary E. McCullough | 85,000 | — | 253,619 | 19,500 | 358,119 | | Michele L. Santana | 1,732 | 73,268 | 253,619 | 19,500 | 348,119 | | Robert J. Small | 21,216 | 93,784 | 253,619 | 19,500 | 388,119 | | John Staer (1) | — | — | — | — | — | | Jorge L. Valladares III | 1,732 | 73,268 | 253,619 | — | 328,619 |

  30. Fiscal 2024 Director Compensation

    (1)Messrs. Dunn and Staer retired from the Board effective October 26, 2023. (2)Messrs. Barr, Graff, Hennessy, Small, and Valladares and Ms. Cronin and Ms. Santana elected to receive all of their semi-annual board retainer fees in shares of TransDigm common stock. No fractional shares were issued, resulting in a portion of fees paid in cash. The shares were issued based on a value established on March 15, 2024 and September 13, 2024, on which dates the last closing price of the common stock on the NYSE was $1,172.20 and $1,367.76, respectively. (3)As of September 30, 2024, TransDigm’s non-employee directors held the following numbers of vested, unexercised stock options: David A. Barr - 8,655; Jane M. Cronin - 955; Mervin Dunn - 8,432; Michael Graff - 5,715; Sean P. Hennessy - 8,655; W. Nicholas Howley - 707,433; Gary E. McCullough - 8,655; Michele L. Santana - 6,255; Robert J. Small - 12,305; John Staer - 809; and Jorge L. Valladares III - 180,204. Amounts reported for FY 2024 represent the grant date fair values of performance-based stock options awarded during FY 2024 under TransDigm’s applicable stock option plan. See Note 16 of the Notes to the Consolidated Financial Statements included in TransDigm’s 2024 Form 10-K for information on the grant date fair value of such awards and a description of the assumptions used in that computation. The actual value of such stock options will depend on whether the options vest and the trading price of the stock at both the time of exercise and the time the underlying stock is ultimately sold. For more information about the operation of the FY 2024 stock option grants, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives” below. (4)Represents amounts paid under TransDigm’s dividend equivalent plans for dividends declared prior to 2022 for stock options vested in FY 2024.

  31. Fiscal 2024 Director Compensation

    | TransDigm Group Incorporated | 2025 Proxy Statement 33 |

  32. Fiscal 2024 Director Compensation

    Beneficial Ownership of Equity Securities of TransDigm The following table sets forth information regarding the beneficial ownership of TransDigm common stock as of January 10, 2025 with respect to each director and NEO, and all directors and NEOs, as a group. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them. None of the shares held by directors or NEOs are pledged. The address for each individual listed below is c/o TransDigm Group Incorporated, 1350 Euclid Avenue, Suite 1600, Cleveland, Ohio 44115.

  33. Fiscal 2024 Director Compensation

    | | Amount and Nature of Beneficial Ownership(1) | | | | | Beneficial Owner | Shares (#) | Shares Subject to Options Currently Exercisable or Exercisable within 60 Days (#) | Total Number of Shares (#) | Percentage of Class (%) | | David A. Barr (2) | 32,067 | 8,655 | 40,722 | * | | Jane M. Cronin | 614 | 955 | 1,569 | * | | Michael Graff (3) | 14,033 | 5,715 | 19,748 | * | | Sean P. Hennessy | 33,678 | 8,655 | 42,333 | * | | W. Nicholas Howley (4) | 29,803 | 691,017 | 720,820 | 1.27% | | Gary E. McCullough | 915 | 8,655 | 9,570 | * | | Michele L. Santana | 685 | 6,255 | 6,940 | * | | Robert J. Small (5) | 744,070 | 12,305 | 756,375 | 1.35% | | Jorge L. Valladares III | 11,058 | 180,204 | 191,262 | * | | Kevin M. Stein (6) | 8,158 | 183,500 | 191,658 | * | | Sarah L. Wynne (7) | 3,410 | 42,170 | 45,580 | * | | Michael J. Lisman (8) | 2,309 | 142,760 | 145,069 | * | | Joel B. Reiss | 3,600 | 158,760 | 162,360 | * | | Jessica L. Warren | 575 | 16,975 | 17,550 | * | | All directors and executive officers as a group (14 persons) (9) | 884,974 | 1,466,581 | 2,351,555 | 4.09% |

  34. Fiscal 2024 Director Compensation

    * Less than 1% (1)Includes shares of which the listed beneficial owner is deemed to have the right to acquire beneficial ownership under Rule 13d-3 under the Exchange Act, within 60 days of January 10, 2025. The number of shares outstanding used in calculating the percentage of beneficial ownership for each person listed includes the shares underlying options held by such persons that are exercisable within 60 days of January 10, 2025, but excludes shares underlying options held by any other person. Percentage of ownership is based on 56,040,017 shares of common stock of TransDigm outstanding as of January 10, 2025. (2)Includes 31,281 shares held in trust. (3)Includes 4,000 shares held by Mr. Graff as the trustee of certain trusts created for the benefit of his children and 5,096 shares held by a trustee of a trust created by Mr. Graff’s wife for the benefit of their children. (4)Includes 8,262 shares held by Mr. Howley as trustee of a charitable foundation and 21,547.513 shares that are held by Mr. Howley as trustee of a trust for the benefit of his family and options to purchase 691,017 shares that are held by Mr. Howley as trustee of a trust for the benefit of his family. (5)Includes 668,285 shares held by entities related to Berkshire Partners LLC. Mr. Small disclaims beneficial ownership of all shares owned or controlled by the Berkshire entities except to the extent of any pecuniary interest therein. Also includes 60,246 shares held by Mr. Small as trustee over which he has voting power but does not have any economic interest. (6)All shares and options held in trust for the benefit of Mr. Stein’s family. (7)Includes 10 shares held by Ms. Wynne’s husband. (8)Options held in trust. (9)See footnotes (1) – (8).

  35. Fiscal 2024 Director Compensation

    | 34 2025 Proxy Statement | TransDigm Group Incorporated |

  36. Other Named Executive Officers

    Other Named Executive Officers This section describes the experience and qualifications of our NEOs, other than Mr. Stein.

  37. Other Named Executive Officers

    | | Sarah L. Wynne Sarah L. Wynne, 51, was appointed CFO in May 2023. Prior to that, Ms. Wynne served as Chief Accounting Officer from November 2018 to May 2023. Ms. Wynne also served as Group Controller from April 2015 to October 2018, as Controller of the Aero Fluid Products division of AeroControlex Group, Inc., a wholly-owned subsidiary of TransDigm Inc., from October 2009 to March 2015, and previously in other accounting roles within TransDigm Group Inc. |

  38. Other Named Executive Officers

    | | Michael J. Lisman Michael J. Lisman, 42, was appointed Co-COO in May 2023. Prior to that, Mr. Lisman served as CFO from July 2018 to May 2023 and Executive Vice President from January 2022 to May 2023. Mr. Lisman also served as Vice President—Mergers and Acquisitions from January 2018 to June 2018, Business Unit Manager for the Air & Fuel Valves business unit at Aero Fluid Products, a wholly-owned subsidiary of TransDigm Inc., from January 2017 to January 2018 and Director of Mergers and Acquisitions of TransDigm from November 2015 to January 2017. Mr. Lisman was a Vice President at Warburg Pincus from 2011 to 2015 and has previous experience in both private equity and investment banking roles at The Carlyle Group and Morgan Stanley. |

  39. Other Named Executive Officers

    | | Joel B. Reiss Joel B. Reiss, 54, was appointed Co-COO in May 2023. Prior to that, Mr. Reiss served as Executive Vice President from October 2015 to May 2023. Mr. Reiss also served as President of Hartwell Corporation, a wholly-owned subsidiary of TransDigm Inc., from July 2012 to October 2015; President of Skurka Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2010 to July 2012; and Director of Operations of Adams Rite Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2000 to July 2010. |

  40. Other Named Executive Officers

    | | Jessica L. Warren Jessica L. Warren, 42, was appointed General Counsel, Chief Compliance Officer and Secretary in February 2023. Prior to that, Ms. Warren served as Associate General Counsel of TransDigm from December 2018 to February 2023. Prior to joining TransDigm as Associate General Counsel, Ms. Warren maintained a private legal practice focusing on providing services to technology-driven businesses, including providing counsel to TransDigm on disputes, environmental matters, intellectual property, and a variety of other matters. Ms. Warren also served as General Counsel of Thogus Products Company from October 2014 to July 2016. |

  41. Other Named Executive Officers

    | TransDigm Group Incorporated | 2025 Proxy Statement 35 |

  42. Executive Compensation

    | Dear Fellow Shareholders, Fiscal 2024 was another strong year for TransDigm, as the Company continued to achieve steady, long-term growth in sales and improvements in operating performance driven by our competitive strengths and execution of our value-driven operating strategy. As a result, our Total Shareholder Return was approximately 73%, significantly outperforming our peer set and the market. Consistent with best practices, each year the Compensation Committee reviews the results of the Say-on-Pay vote, shareholder feedback, our performance, and market practices to evaluate the effectiveness and competitiveness of our executive compensation program. In 2024, we were grateful that shareholders were more supportive of our annual advisory vote on executive compensation as shareholder support increased by 35% to 69% in 2024. Though we were pleased that support increased following a multi-year process to refine our executive compensation practices and disclosure, we view this result as an opportunity to learn more about our shareholder’s preferences. The TransDigm leadership team deepened its investor outreach in 2024 to ensure we heard and understood any concerns about our executive compensation practices and disclosure. This expanded outreach enabled us to engage with shareholders representing approximately two-thirds of our shares outstanding. Engagements were led by senior leaders at TransDigm and members of our Committee, ensuring investor feedback had a direct channel to the Compensation Committee and Board as a whole. Through this effort we learned that (1) shareholders have a greater appreciation of why our executive compensation program does not look like other programs, (2) they approve of the numerous changes we have made in recent years, and (3) they value the greater transparency in our proxy disclosure. In general, most shareholders were supportive of our executive compensation practices and expect to see alignment between pay and performance over a longer period. While shareholders generally did not articulate expectations for additional large-scale changes to our compensation plan, we did hear a few key messages that informed how we make decisions: •Investors are generally wary of the use of discretion; •Select investors want more information on certain components of our plan design; and •Our shareholders value a robust engagement program. Our considerations and actions around these feedback themes are discussed further throughout the CD&A. We appreciate our shareholders’ willingness to share their views and we look forward to building on these engagements in the future. Finally, FY 2024 was a unique year at TransDigm as two NEOs, Ms. Wynne and Mr. Reiss, received performance-based option grants connected to their promotions to CFO and Co-COO, respectively. These grants are grounded in the realities of a competitive marketplace and reflect a long-standing practice at TransDigm where executives and other plan participants typically receive options that vest over five years in connection with hiring, promotions, and the assumption of increased responsibilities. There is more information regarding these awards on page 47. The Compensation Committee values its engagement with and feedback from its shareholders. As a Committee, we respectfully request your support for this year’s Say-on-Pay proposal (Proposal 3). Sincerely, The Compensation Committee | | | | | | | | David A. Barr (Chair) | Gary E. McCullough | Robert J. Small |

  43. 2024 Compensation Program Modifications

    | | No Discretionary Equity Awards | We heard feedback from our shareholders criticizing the use of discretionary option awards. As a result, we did not issue any discretionary equity awards in FY 2024, as further described below in Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives. | | | No Upward Discretion Used in Annual Cash Incentive | Our shareholders provided feedback that they would prefer for positive payout discretion not to be used on the Annual Cash Incentive for our NEOs. We did not utilize any positive payout discretion on these Annual Cash Incentives in response to this feedback. | | | Continued Enhancement of Our Investor Outreach Program | We continue to bolster our formal year-round shareholder engagement program, increasing the number of shareholder feedback meetings by almost 33% compared to FY 2023. | | | Increased Shareholder Responsiveness | We have taken actions in response to over 80% of feedback received from our shareholders. | | | Enhanced Compensation Program Disclosure | We continue to enhance the disclosure of our executive compensation program, including how our option compensation creates strong alignment between our NEOs and shareholders and additional details regarding the mechanics of our option grants. | | | Use of Refreshed Peer Group | We have implemented our new peer group which we believe is more reflective of our business. | | | Adoption of a Modified “Rule of 70” for Continued Vesting | We heard from our shareholders that they would prefer that the Company not use discretion in vesting the options of retiring NEOs. We adopted retirement vesting criteria that is more robust as it treats age and tenure more equitably by considering the sum of years of service and age. |

  44. Compensation Program Overview

    | | Base Salary | | | | | | Fixed element of annual compensation | | | | | | On average, accounts for 10% or less of NEO total compensation | | | | | Modest increases for Mr. Stein and Mr. Lisman. Salary increases for Ms. Wynne, Mr. Reiss, and Ms. Warren were more significant due to their position changes | | | Target Annual Cash Incentive | | | | | | Short-term cash incentive with variable payout opportunities | | | | | | On average, accounts for less than 10% of NEO compensation | | | | | No upward payout discretion was used for any of the NEOs | | | | | Robust and equally weighted targets of 51.0% EBITDA As Defined margin and $4.076B EBITDA As Defined dollars | | | | | We exceeded target goals for both EBITDA As Defined margin and EBITDA as Defined dollars | | | Long-Term Equity Awards | | | | | | Long-term equity incentives in the form of performance-based stock options with multi-year vesting schedules | | | | | | Long-term equity awards remain 100% at-risk and performance-based | | | | | The Compensation Committee has a policy that it will not use discretion in vesting performance-based options | | | | | Full vesting requires 17.5% compound annual growth for AOP, which aligns performance with top performing private equity funds | | | | | Starting in FY 2025, all NEOs will shift to annual extension option awards. Mr. Stein’s annual extension option awards vest in year 5. The remainder of the NEOs’ annual extension option awards vest equally in years 4 and 5 |

  45. Executive Compensation Policies and Practices

    | What We Do | | Equity compensation limited to performance-based options Our stock option plans do not authorize the issuance of any full value awards, such as stock, restricted stock or other stock-based units. Our option program relies on performance-vested options with robust performance criteria; we do not issue time-vested options. | | | | Prohibition on hedging, pledging and short sales We prohibit hedging, pledging, transactions in derivatives, and short sales in TransDigm securities by all employees and directors, including our NEOs. | | | | Equity ownership guidelines We have robust equity ownership guidelines for all of our option holders, including our NEOs. | | | | Annual compensation risk assessment The Compensation Committee conducts an annual risk assessment of our compensation program. | | | | Independent compensation consultant The Compensation Committee directly retains an independent compensation consultant. | | | | Double-trigger change in control Starting with our FY 2024 options grants, we have incorporated double-trigger change in control provisions. | | What We Don’t Do | | No repricing We do not allow repricing of stock options without shareholder approval. | | | | No tax gross-ups We do not provide for gross-ups of taxes, including in the event of a change in control or under Section 409A. | | | | No evergreen employment contracts Executive employment agreements do not contain automatic renewal provisions. |

  46. Compensation Committee Judgment and Discretion

    Compensation Committee Judgment and Discretion The Compensation Committee, consisting entirely of independent directors, reviews and approves the compensation of TransDigm’s NEOs and acts as the administrator for TransDigm’s equity compensation plans. The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experience of its members and input provided by its independent compensation consultant, other directors, our CEO (other than with respect to his own compensation), other members of management, and investors. The Compensation Committee regularly evaluates TransDigm’s executive compensation program to determine if changes are appropriate. In so doing, the Compensation Committee may consult with its independent compensation consultant and management; however, the Compensation Committee makes final decisions regarding the compensation paid to our NEOs based on its own judgment. The Compensation Committee may consider factors such as individual performance, TransDigm performance, market conditions, financial goals, retention, and shareholder interests in determining compensation. The Role of the Compensation Consultant. The Compensation Committee may periodically select and retain the services of an independent compensation consultant. The Compensation Committee did not engage a compensation consultant in FY 2024. The Compensation Committee did, however, engage Exequity LLP (“Exequity”), an independent compensation consultant, in FY 2023 to review and help establish our FY 2024 peer group and evaluate FY 2024 NEO compensation. The Compensation Committee has assessed the independence of Exequity, as required under NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Exequity. Based on this review, the Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Exequity. The Role of Peer Companies. The following peer group was used to evaluate TransDigm’s FY 2024 NEO compensation:

  47. 2024 Peer Group

    2024 Peer Group

  48. 2024 Peer Group

    | Ametek, Inc. Aptiv PLC* Dover Corporation Eaton Corporation* Emerson Electric Fortive Corp. General Dynamics | HEICO Corporation Howmet Aerospace Inc.* Illinois Tool Works Ingersoll Rand Inc.* L3Harris Technologies, Inc. Motorola Solutions, Inc.* Northrup Grumman | Parker-Hannifin Corp. RBC Bearings Inc.* Rockwell Automation, Inc. Roper Technologies, Inc. Teledyne Technologies Inc.* Textron Inc. |

  49. 2024 Peer Group

    * New to peer group in 2024 This group was selected based on net sales, market capitalization, and enterprise value. We use a size-based peer group because we manage our business based on EBITDA growth and enterprise value. The Compensation Committee deemed that a peer group based solely on net sales is not comparable with TransDigm because TransDigm’s market capitalization and enterprise value far exceeded those of the potential sales-based peers. The Compensation Committee considers the peer group data to inform its decision-making process so it can set total compensation levels that it believes are commensurate with the relative size, scope, and success of TransDigm. When identifying suitable peer companies, the Compensation Committee considered numerous factors, including:

  50. 2024 Peer Group

    | Industry fit and business comparability Focus on companies serving the Aerospace and Defense industries and/or manufacturers of engineered components. | Comparably-sized companies Factors considered included net sales, market capitalization, total enterprise value, and EBITDA. |

  51. 2024 Peer Group

    In establishing the revised peer group, the Compensation Committee sought to position TransDigm within what it believes is a reasonable range of the peer group median net sales, market capitalization, and total enterprise value. The revised peer group is significantly changed, with almost 60% turnover in composition. This new peer group was used in connection with setting compensation for FY 2024.

  52. 2024 Peer Group

    | TransDigm Group Incorporated | 2025 Proxy Statement 43 |

  53. 2024 Peer Group

    Consistent with prior practices, Exequity excluded DEPs from its compensation analysis for two reasons—first, because DEPs are merely a mechanism for maintaining value already awarded, and second, because including DEPs are unpredictable and not considered when making compensation decisions. The Role of the CEO and Other Members of Management. TransDigm’s management team assists the Compensation Committee with its work in designing, evaluating, and determining final payouts for NEO compensation. At the Compensation Committee’s request, for FY 2024, TransDigm’s CEO, Mr. Stein, provided input to the Compensation Committee regarding the recent performance and compensation of the other NEOs for FY 2023. This input was based on Mr. Stein’s assessment of general internal pay equity considerations, his knowledge of the other NEOs’ job responsibilities and importance to TransDigm’s overall business strategy, and Mr. Stein’s knowledge of TransDigm’s compensation philosophy. The Compensation Committee considered Mr. Stein’s evaluation and direct knowledge of each NEO’s performance and contributions when making compensation opportunity decisions for the NEOs for FY 2024. Although Mr. Stein’s input was given significant weight, the Compensation Committee retained the potential to use full discretion when determining compensation for the NEOs for FY 2024. Mr. Stein is not present during Compensation Committee voting and deliberations regarding his own compensation. TransDigm’s CFO also reviews proposed NEO compensation before it is submitted to the Compensation Committee to help ensure that it aligns with TransDigm’s financial goals. For FY 2024, this review was conducted by Ms. Wynne. As part of the executive compensation setting process, TransDigm’s General Counsel, Ms. Warren, also reviews NEO compensation to help ensure that it complies with the terms of any applicable employment agreements. Ms. Wynne and Ms. Warren provided guidance to the Compensation Committee in its evaluation of FY 2024 results and achievements, and in deciding final annual incentive payouts for the NEOs for FY 2024. The Role of Investors. Shareholders are provided the opportunity to cast an annual advisory vote on the compensation of our NEOs. Last year, we received support from 68.8% approval of our shareholders for our annual advisory Say-on-Pay proposal to approve the compensation of our NEOs. As described below in “Shareholder Engagement Summary” starting on page 54, we continued to increase our shareholder engagement in FY 2024. The feedback received through these discussions is strongly considered by the Compensation Committee when reviewing our executive compensation program.

  54. 2024 NEO Compensation

    | Base Salary | Target Annual Cash Incentive | All Other Compensation | Long-Term Equity Award |

  55. 2024 NEO Compensation

    | | Base Salary | | | | | | Fixed element of annual compensation | | | | | | On average, accounts for 10% or less of NEO total compensation | | | | | Modest increases for Mr. Stein and Mr. Lisman. Salary increases for Ms. Wynne, Mr. Reiss, and Ms. Warren were more significant due to their position changes. | | | Target Annual Cash Incentive | | | | | | Short-term cash incentive with variable payout opportunities | | | | | | On average, accounts for less than 10% of NEO compensation | | | | | No upward payout discretion was used for any of the NEOs | | | | | Robust and equally weighted targets of 51.0% EBITDA As Defined margin and $4.076B EBITDA As Defined dollars | | | | | We exceeded target goals for both EBITDA As Defined margin and EBITDA as Defined dollars. | | | Long-Term Equity Awards | | | | | | Long-term equity incentives in the form of performance-based stock options with multi-year vesting schedules | | | | | | Long-term equity awards remain 100% at-risk and performance-based | | | | | The Compensation Committee has a policy that it will not use discretion in vesting performance-based options | | | | | Full vesting requires 17.5% compound annual growth for AOP, which aligns performance with top performing private equity funds | | | | | Starting in FY 2025, all NEOs will shift to annual extension option awards. Mr. Stein’s annual extension option awards vest in year 5. The remainder of the NEOs’ annual extension option awards vest equally in years 4 and 5 |

  56. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives Our annual cash incentive program is a variable, performance-based, at-risk component of our NEOs’ compensation that is aligned with TransDigm’s annual financial results. The Compensation Committee retains the authority to increase or decrease the award by up to 20%, based on assessment of individual performance, including without limitation: degree of difficulty of the achievement of metrics when considering intervening events throughout the fiscal year; the individual’s job effectiveness; the effectiveness of executing on TransDigm’s value drivers; a pattern of clear, open, honest, and regular communication with the Board and investors, as applicable; effective succession planning and organizational development; support, maintenance, and regular evaluation of the effectiveness of TransDigm’s long term value focused strategy; or other factors. The Compensation Committee did not exercise any payout discretion in FY 2024, in large part due to feedback from our shareholders that they prefer that positive discretion not be used to modify annual cash incentive payouts.

  57. 2024 Annual Cash Incentives

    | No Discretion Used to Increase NEO Annual Cash Incentive Payouts for FY 2024 |

  58. 2024 Annual Cash Incentives

    | TransDigm Group Incorporated | 2025 Proxy Statement 45 |

  59. 2024 Annual Cash Incentives

    When setting the goals focused on EBITDA As Defined dollars and EBITDA As Defined margin for FY 2024, the Compensation Committee considered many factors, including the continued recovery from various events that have impacted the manufacture of new aircraft, as well as the extent of management’s ability to predict and influence performance. The Compensation Committee considered the likelihood of a range of scenarios for EBITDA As Defined dollars and EBITDA As Defined margin and factors that were projected to have an impact on FY 2024 EBITDA As Defined dollars and EBITDA As Defined margin. Based on these considerations, in January 2024, the Compensation Committee set annual threshold, target, and maximum cash incentive plan goals at levels they considered appropriately rigorous for the year and that represented strong financial performance in light of existing market conditions. The targets are adjusted on a pro forma basis to account for any acquisitions or divestitures occurring during the fiscal year. The following table indicates the goals set for these two metrics, plus our actual results for FY 2024:

  60. Fiscal 2024 Performance Goals and Results(1)

    Fiscal 2024 Performance Goals and Results(1)

  61. Fiscal 2024 Performance Goals and Results(1)

    | | Threshold Goal | Target Goal | | Maximum Goal | | Payout Level | 70% | 100% | | 130.0% | | | | | $4,266m | | | | | | | | | Pro Forma EBITDA As Defined Dollars | $3,662m | $4,076m | | $4,490m | | Pro Forma EBITDA As Defined Margin | 49.0% | 51.0% | | 53.0% | | | | | | | | | | | 51.9% | | | Indicates actual FY 2024 results | | | | |

  62. Fiscal 2024 Performance Goals and Results(1)

    | (1) References in this proxy statement to “Pro Forma EBITDA As Defined” means EBITDA plus, as applicable for each relevant period, certain adjustments on a pro forma basis, which for FY 2024 primarily represents management’s estimates of the impact of the Company’s acquisitions over FY 2024 as if had such transactions occurred at the beginning of the fiscal year ended September 30, 2024, but otherwise defined in the same manner as the Consolidated EBITDA As Defined used to measure the ratio of our secured indebtedness required under a financial covenant of our senior secured credit facility. References in this proxy statement to “Pro Forma EBITDA As Defined margin” refers to the percentage calculated by dividing Pro Forma EBITDA As Defined by net sales, on a pro forma basis, which for FY 2024, primarily represents the aforementioned estimates by management for the applicable period. |

  63. Fiscal 2024 Performance Goals and Results(1)

    Annual cash incentive payouts are based on a composite that reflects the extent to which TransDigm performed in relation to the target set by the Compensation Committee (the “Performance Level”). The Performance Level is equally weighted between EBITDA As Defined dollars and EBITDA As Defined margin. Each of EBITDA As Defined dollars and EBITDA As Defined margin is reviewed separately to evaluate TransDigm’s actual performance against the target. The weighted results are then combined to arrive at the Performance Level. The Performance Level corresponds to payout opportunities of 70% (threshold), 100% (target), and 130% (maximum). Annual cash incentive payments vary linearly in between these goals. No annual cash incentive payment is made if the Performance Level is below the threshold. Even if the Performance Level exceeds the maximum goal, the NEO annual cash incentive payment is capped at 130% of the target payment. For FY 2024, our Pro Forma EBITDA As Defined dollars was $4,266 million and our Pro Forma EBITDA As Defined margin was 51.9%. These results equated to a Performance Level of 113.9%. These results exceeded our target Performance Level.

  64. Fiscal 2024 Performance Goals and Results(1)

    | 46 2025 Proxy Statement | TransDigm Group Incorporated |

  65. Annual Cash Incentive Percentage

    Annual Cash Incentive Percentage For FY 2024, Messrs. Stein, Lisman, and Reiss and Mses. Wynne and Warren’s target incentives were set at 150%, 100%, 100%, 100%, and 65%, respectively, of their base salaries. The target incentives were increased for Messrs. Stein, Lisman, and Reiss and Ms. Wynne from FY 2023 to keep the target incentives competitive with the market. The Compensation Committee did not exercise discretion to increase any annual cash incentive payout. The target incentives, the calculated incentives based on the plan as described above, and the actual amounts awarded are set forth in the table below.

  66. Annual Cash Incentive Percentage

    | Name | Target Annual Incentive ($) | Calculated Annual Incentive ($) | Actual Annual Incentive Awarded ($) | | Kevin M. Stein | 2,205,000 | 2,511,495 | 2,511,495 | | Sarah L. Wynne | 725,000 | 825,775 | 825,775 | | Michael J. Lisman | 772,000 | 879,308 | 879,308 | | Joel B. Reiss | 772,000 | 879,308 | 879,308 | | Jessica L. Warren | 546,000 | 598,403 | 598,403 |

  67. 2024 Equity Based Incentives

    2024 Equity Based Incentives In FY 2024, the Compensation Committee awarded Mr. Stein, Ms. Wynne, Mr. Lisman, Mr. Reiss, and Ms. Warren 41,800, 47,900, 41,000, 31,800 and 4,150 options, respectively. Mr. Stein’s award vests in FY 2028. Each of Ms. Wynne, Mr. Reiss, and Ms. Warren’s awards vest equally in FY 2024 through FY 2028. Mr. Lisman’s November 2023 award vests equally over FY 2027 and FY 2028, and his January 2024 award vests equally in FY 2024 through FY 2028. These equity awards are described in further detail starting on page 49. In each case, the portion of the award eligible for vesting vests only upon meeting rigorous performance criteria described more fully below. Performance-Based Stock Option Program Overview The equity component of our management’s compensation emphasizes long-term shareholder value creation through performance-based options. This is a substantial, at-risk component of our management’s compensation that is tied to performance. We believe that performance-based stock option grants motivate and incentivize management to focus on long-term performance and align the interests of our management with the interests of shareholders by reinforcing the long-term goal of increasing shareholder value. We believe that our compensation structure is a key component of TransDigm’s success, contributing to returns higher than many private equity funds and the retention of our high-performing executive team over the long-term. Approximately 300 people, including management at the corporate level and our operating units, participate in our option program.

  68. 2024 Equity Based Incentives

    Executives and other plan participants typically receive an option grant that vests 20% each year over five years in connection with hiring, promotions, and the assumption of increased responsibilities. Thereafter, unless there has been an intervening five-year award because of a promotion, executives and other plan participants usually receive biennial extension awards that vest in the fourth and fifth year following the award. These grants are generally made in the third year of vesting under the initial award so that the employee has four or five years of future option vesting in order to promote maximizing long-term value and retention. Below is an illustration of a five-year promotion grant followed by biannual extension grants as well as the vesting schedule for these grants. As you can see, although the entire five-year promotion award is granted in year one, it vests over a five-year period. In FY 2024, Ms. Wynne and Mr. Reiss both received five-year promotion awards that vest over the next five years. The full grant date fair value of these awards are reflected in the Fiscal 2024 Summary Compensation table even though they vest over a five-year period.

  69. 2024 Equity Based Incentives

    As of FY 2024, Mr. Stein and Mr. Lisman receive annual grants of options. Mr. Stein’s annual grant vests in the fifth year following the award. Mr. Lisman’s annual grant vests up to 50% in each of the fourth and fifth year following the award. Starting in FY 2025, the remaining NEOs will receive annual grants of options. Shifting to annual grants for our NEOs provides more consistency in compensation year-to-year. Annual grants for these NEOs will vest up to 50% in each of the fourth and fifth year following the award. Below is an illustration of a five-year promotion grant followed by annual extension grants, as well as the vesting schedule for these grants. Mr. Lisman transitioned to receiving annual extension grants in FY 2023, however, he was due to receive a biannual or two-year extension grant as he had last received a biannual extension grant in FY 2021. Due to an administrative error, Mr. Lisman only received an annual or one-year grant when he should have received a biannual or two-year extension grant. This error was discovered at the end of calendar year 2023 and the Compensation Committee awarded Mr. Lisman an option award in January 2024 to correct it. This grant is not a discretionary or special award. The Company has taken measures to ensure that this error does not occur in the future. Performance-Based Option Vesting at Rigorous Targets Option vesting is subject to rigorous performance hurdles using an AOP metric. A description of how AOP is calculated can be found later in this section. We do not utilize discretion in determining whether options vest. The minimum threshold for any option vesting requires a 10% cumulative growth in AOP. The maximum vesting requires a growth rate of 17.5% for each performance period. TransDigm uses this compound annual growth rate range because it incentivizes management to create value for shareholders at a rate that outperforms the typical private equity model. The AOP metric focuses management on value to TransDigm’s shareholders, EBITDA As Defined growth, management of capital structure, cash generation, and acquisition performance. We believe our compensation program optimizes management incentive to drive shareholder value creation over the long-term and appropriately links compensation with financial performance.

  70. 2024 Equity Based Incentives

    (1)“Net Debt” is calculated as TransDigm’s year-end consolidated total indebtedness minus cash and cash equivalents on TransDigm’s consolidated balance sheet. TransDigm uses this calculation to determine AOP for any given year. When setting vesting targets, the prior year’s actual AOP is increased by 10% and 17.5% to set the minimum and maximum AOP target, respectively. These growth percentages, which reflect an intrinsic Internal Rate of Return (IRR), are robust goals that are on par with high performing private equity firms. No options will vest unless the minimum AOP target is met. If the minimum AOP target is met, options vest at 25%. In order to vest fully, the maximum AOP target must be achieved. Vesting percentages vary linearly in between the minimum and maximum AOP targets.

  71. When Do Options Vest?

    When Do Options Vest? AOP, as reflected above, takes into consideration the following: • growth in EBITDA As Defined; • management of capital structure; • cash generation; • acquisition performance, including the acquisition price paid; and • the impact of option dilution on common shares outstanding.

  72. When Do Options Vest?

    | 50 2025 Proxy Statement | TransDigm Group Incorporated |

  73. When Do Options Vest?

    Further, the Compensation Committee has adopted a policy that it will not make discretionary amendments to any performance targets. AOP is adjusted for capital events pursuant to TransDigm’s stock option plans such as special dividends paid to shareholders and share repurchases. We believe these adjustments are appropriate and necessary to account for the early return of value to shareholders. This is the case because if a portion of the investment is returned early via special dividend or return of capital, the subsequent years’ targets must be adjusted to reflect the revised capital structure and maintain the same IRR-based performance requirements. Adjustment of the targets does not make the targets any easier to achieve but rather maintains the IRR targets. Other Option Terms Our option program also has a feature that motivates our NEOs to remain focused on long-term performance. This feature seeks to avoid the potential conflict associated with any short-term decisions targeted towards vesting in any particular year. If TransDigm exceeds the AOP maximum target in a given year, the excess achievement may be used to make up for any shortfalls in the two years both before and after the given year. Options granted after 2020 may not carry-forward or carry-back more than $100 of AOP per year. As AOP grows, the $100 per year limitation becomes less significant. Although this carry-forward and carry-back feature of our compensation program is used infrequently, we believe it is important to maintain as it allows our NEOs to remain focused on long-term performance. This feature can also mitigate the punitive effect of significant market disruptions that occur after the AOP targets are set for a given year. For instance, a management team could perform exceptionally well in an economic downturn and fall short of the maximum AOP target for a given year, as that target was set at time when market conditions more favorable. Without this feature, the management team would be less likely to fully vest in that year, despite exceptional performance in that year. For these reasons, we believe that it is important to retain this feature that encourages our executive team to remain focused on the long-term. In addition to vesting based on operational targets, in the event of a change in control, unvested options that were granted prior to FY 2024 will become fully vested and exercisable. As previously disclosed, we adopted double-trigger change in control provisions for NEO option awards starting in FY 2024. Beginning with options granted to NEOs in FY 2024, in the event of a change in control, any unvested options will become fully vested and exercisable only if either a replacement award is not provided in connection with such change in control, or in connection with such a replacement award the grantee’s employment is terminated for “good reason” by the grantee or without “cause” by TransDigm or its successors (as defined in the applicable employment agreement or option grant agreement) within two years following such change in control. We do not provide for any “gross up” to any payments that would be deemed to be “excess parachute payments” under Section 280G of the Internal Revenue Code. Treatment of Options for Executives Upon Termination Option agreements for certain officers, including all of the NEOs granted prior to FY 2025, provide that if the officer’s employment terminates by reason of death, disability, without cause, for good reason or retirement (after at least age 60 plus at least 15 years of service or after at least age 65 plus at least ten years of service), vesting of the options will continue after termination generally as follows:

  74. When Do Options Vest?

    | Termination Date | Percent of Remaining Options Vesting(1) | | During the first fiscal year after date of grant | —% | | During the second fiscal year after date of grant | 20% | | During the third fiscal year after date of grant | 40% | | During the fourth fiscal year after date of grant | 60% | | During the fifth fiscal year after date of grant | 80% | | After the fifth fiscal year end after date of grant | 100% |

  75. When Do Options Vest?

    (1)Options will continue to vest in accordance with their terms if, and only if, the performance criteria are met. Remaining unvested options would vest ratably over the remaining performance vesting schedule. In FY 2025, option agreements for NEOs contain an updated retirement threshold for continued vesting. This change addresses shareholder feedback regarding discretion in vesting equity awards upon retirement and is more robust as it treats age and tenure more equitably by considering the sum of years of service and age. Starting in FY 2025, an NEO will be entitled to the post-termination vesting set forth above in connection with retirement so long as (1) the officer’s years of continuous employment with or service to the Company or any subsidiary (“Years of Service”) is equal to or exceeds 10 years, (2) the officer has six or more Years

  76. When Do Options Vest?

    of Service in officer's most senior role, and (3) the combination of (a) the officer’s age in years, plus (b) the officer’s Years of Service equals at least 70. Policies and Practices Regarding the Grant of Stock Options Under the Company’s policies and practices, options (including those granted to NEOs) are generally granted at regularly scheduled Compensation Committee meetings during late October or early November through April. Grants for any new hire or promoted employee who would otherwise receive a grant after April in any year are generally deferred until October or November, as vesting determinations are made after the end of each fiscal year. NEO annual awards typically occur at the end of October or early November. These Compensation Committee meetings are generally scheduled at least one year in advance. All options are granted under a shareholder-approved plan and at an exercise price equal to the closing market price of the Company’s common stock on the date of grant. As a general matter, the Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. This grant timing is used to provide for a routine and regular grant practice regarding all employees’ options, and in order to make sure that the existence (or lack thereof) of material non-public information is not a factor in decisions about the timing or size of option grants. Similarly, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During FY 2024, the Company did not grant options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. Options to purchase 557,279 shares of common stock were granted under the program in FY 2024. The 2014 Stock Option Plan expired in July 2024 and no options are eligible to be granted under the plan as of September 30, 2024. The number of shares subject to the 2019 Stock Option Plan is 4,000,000, of which 3,435,370 shares remained available for granting under the plan as of September 30, 2024. Dividends and Dividend Equivalents Dividends Dividend decisions, like at other companies, are a capital structure decision made by the Board. We do not have a policy of paying regular dividends. Instead, the Board regularly evaluates our capital allocation strategy and will declare a special dividend based on an assessment of availability of cash or borrowing capacity, outlook for acquisitions and other operating needs, favorable capital market conditions, and the availability of surplus under applicable law as well as certain operating performance covenants under our credit facilities. Our preference for capital allocation is to invest in existing businesses or make accretive acquisitions. But, when internal business needs are met and acquisitions are not available, we elect to allocate capital to return to shareholders through dividends or stock repurchases. Because of the dynamic state of acquisition opportunities, as well as other external forces such as the health of credit markets, geopolitical activity, competitive industry opportunities and pressures, these special dividends are unpredictable, and, unlike other companies, have historically been very large. TransDigm paid a dividend of $35.00 in FY 2024. Compensation impact is not a consideration when making dividend decisions. As discussed above in “Compensation Committee Judgment and Discretion,” dividends are also excluded from compensation decisions. Dividend Equivalent Payments (DEPs) DEPs pay option holders the same dividend that shareholders receive upon vesting of those options. Options are an important part of our compensation program because our compensation is heavily weighted towards long-term option compensation. After a dividend is declared, the stock price typically falls by the amount of the dividend at the ex-dividend date. Consequently, without the DEP our option holders would lose value equal to roughly the amount of the dividend. Therefore, DEPs keep option holders whole and help ensure management interests remain aligned with those of our shareholders. Absent DEPs, option holders would be at a clear disadvantage to shareholders and would be incentivized to exercise and sell their vested options sooner in order to maintain the value provided from the dividend. We believe that failure to align management and shareholders could create incentives for management to deploy cash flow and utilize borrowing capacity in a manner other than the return of capital in the form of special dividends, which might not be in the best interests of shareholders. Further, without DEPs, management may be incentivized to seek short-term market gains rather than focusing on long-term equity value and shareholder returns.

  77. When Do Options Vest?

    Currently our Board of Directors, including Mr. Stein, do not receive DEPs. Instead, they receive a reduction in strike price equal to the amount of the dividend. This approach has not been implemented for other NEOs who are not Board Members for two primary reasons. First, option holders who receive a strike price reduction in lieu of DEPs do not receive the value of the dividend until they exercise the option. Therefore, these option holders lose the time-value of the DEPs as well as the opportunity to reinvest the DEPs. These option holders only receive the strike price, with no growth, years later when they exercise the options. Second, because these option holders only receive the value of the strike price reduction when they exercise, option holders are incentivized to exercise their options earlier. As discussed above, this decreases alignment with shareholders which inhibits the effectiveness of our long-term incentive program. Our shareholder approved stock option plans allow for payments to option holders or adjustments to the options in the event of a capital event such as an extraordinary dividend. We also have dividend equivalent plans that provide option holders the right to receive DEPs if the Board declares a dividend on our common stock. Option holders, other than our Board of Directors, including Mr. Stein, receive cash DEPs on options (i) that have vested based on rigorous performance criteria and (ii) that the option holder has chosen not to exercise even though vested. Option holders who hold vested stock options at the time a dividend is paid will receive cash DEPs equal to the amount that he or she would otherwise have been entitled to receive had his or her vested stock option been exercised immediately prior to payment of the dividend. Option holders who hold unvested stock options will receive cash DEPs equal to the amount he or she would otherwise have been entitled to receive had his or her unvested stock option been vested and exercised immediately prior to payment of the dividend, but only if and when such stock option vests pursuant to its terms. We believe that we have structured DEPs under TransDigm’s dividend equivalent plans such that they are not subject to any excise tax under Section 409A of the Internal Revenue Code. Certain investors and proxy advisory firms have raised the issue as to whether TransDigm should pay dividend equivalents only upon an exercise of the options; however, we believe that tying payment of the dividend equivalents to the exercise of an option would result in excise taxes under Section 409A.

  78. Retention Bonus Plan

    Retention Bonus Plan Prior to Ms. Warren’s promotion to her current role, she was selected to participate in a Retention Bonus Plan for FY 2022 through FY 2024 that was designed to assist in the retention of certain key employees. None of TransDigm’s other NEOs participated in this program. Under the program, Ms. Warren was eligible (subject generally to continued employment) to earn up to 20%, then up to 30%, and then up to 50% of a total, three-year cash award opportunity at the end of each of FY 2022, FY 2023, and FY 2024, respectively, based on TransDigm’s degree of achievement of an annually-established adjusted AOP goal. AOP is calculated consistent with the methodology set forth above in “2024 Equity Based Incentives – Performance-based Option Vesting at Rigorous Targets.” For FY 2024, Ms. Warren was eligible to earn the full 50% payment (or $169,000) for adjusted AOP achievement of at least $487.63. Adjusted AOP achievement of less than $456.51 would have resulted in Ms. Warren earning no portion of the award for the year. Adjusted AOP achievement between these two levels would have resulted in Ms. Warren earning a proportion of the total award. As a result of TransDigm’s performance during FY 2024, our adjusted AOP achievement for this program was determined to be $554.77, and Ms. Warren earned a payout of $169,000 (or 50% of her full three-year award).

  79. Retention Bonus Plan

    | TransDigm Group Incorporated | 2025 Proxy Statement 53 |

  80. 2024 Feedback and Actions

    | We requested feedback on the adoption of an overboarding policy for TransDigm directors. Though there wasn’t a single approach that all shareholders agreed upon, shareholders expressed support for the adoption of a policy. | TransDigm adopted an overboarding policy for directors in FY 2024. The policy allows TransDigm Board members that are NEOs to serve on one public company board (exclusive of TransDigm), while non-NEO directors can serve on a total of three boards (inclusive of TransDigm). Overall shareholders were pleased with the policy and the conservative approach to the number of boards permitted for both NEO and non-NEO directors. | | Executive Compensation | | | Shareholders were supportive of the changes to our peer group composition for FY 2024. | We are pleased that shareholders were supportive of the changes in our peer group composition. The new peer group for FY 2024 reflects almost 60% turnover in composition. We have also implemented a formal process to regularly review the composition of the peer group. | | Most shareholders expressed a belief that our executive compensation plan design aligns CEO and NEO pay with TransDigm performance and shareholders. | While the structure of our long-term incentive plan may look different than many other companies, it ultimately drives pay for performance alignment, which we recognize is a foundational tenet of how our shareholders evaluate Say-on-Pay. We will continue to solicit feedback from shareholders in the future. | | Shareholders expressed concern over the Compensation Committee's historical use of discretion in the payout of annual incentive bonuses, one-off equity retention awards, and special provisions for equity vesting upon retirement. | We understand that shareholders have a strong belief that payout or vesting discretion should be used in rare circumstances and, when utilized, be thoroughly explained in the proxy disclosures. In FY 2024, no payout or vesting discretion was utilized in any component of our compensation program. We are committed to use payout or vesting discretion only in extraordinary circumstances and provide fulsome disclosure if/when such a circumstance does arise. | | Shareholders valued the enhanced executive compensation disclosure in our previous proxy statement (2024). | We are appreciative that our enhanced proxy disclosure has helped shareholders better understand our approach to managing our business and the role that our unique executive compensation plan plays in driving long-term value. We strive to continually enhance our disclosure, including this year, where we have added more fulsome disclosure on topics such as how our compensation program aligns out NEOs with our shareholders. | | Shareholders were appreciative that during engagement calls we proactively explained the NEO promotion equity awards that would be reflected in this year’s proxy statement. | Shareholders were supportive of our approach and now have a better understanding of how our promotion equity awards are allocated, structured, and implemented. Discussions with shareholders informed the additional disclosure that appears in Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives on page 47. | | Other Topics | | | We asked our shareholders for feedback on a refined retirement policy for our NEOs and other senior management. Shareholders were universally supportive of our new approach. | We implemented a formal modified “Rule of 70” retirement policy that enables retirement eligibility provisions for equity vesting when the sum of age and years of service (at least 10 years with 6 years in the most senior role) equals 70. We will review this policy on a regular basis to ensure it still meets the needs of TransDigm and its employees. |

  81. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following information is set forth with respect to our President and CEO, CFO, and TransDigm’s three other most highly compensated executive officers serving as an executive officer at September 30, 2024.

  82. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Kevin M. Stein, President, Chief Executive Officer, and Director | 2024 | 1,452,500 | — | 15,822,774 | 2,511,495 | 1,645,600 | 21,432,369 | | | 2023 | 1,372,500 | — | 20,179,574 | 2,275,000 | 18,300 | 23,845,374 | | | 2022 | 1,273,750 | 376,375 | 12,486,796 | 1,886,625 | 2,686,450 | 18,709,996 | | Sarah L. Wynne, Chief Financial Officer | 2024 | 712,500 | — | 18,131,840 | 825,775 | 2,014,405 | 21,684,520 | | | 2023 | 570,208 | 81,152 | 1,578,426 | 541,017 | 332,675 | 3,103,479 | | | 2022 | 466,875 | 5,664 | 3,453,795 | 359,336 | 692,510 | 4,978,180 | | Michael J. Lisman, Co-Chief Operating Officer | 2024 | 762,750 | — | 17,126,019 | 879,308 | 6,048,850 | 24,816,927 | | | 2023 | 720,000 | — | 9,336,999 | 764,400 | 2,176,190 | 12,997,589 | | | 2022 | 656,250 | 18,200 | — | 631,800 | 4,085,155 | 5,391,405 | | Joel B. Reiss, Co-Chief Operating Officer | 2024 | 747,750 | — | 12,037,422 | 879,308 | 7,760,250 | 21,424,730 | | | 2023 | 568,333 | 79,885 | 1,578,426 | 532,567 | 837,350 | 3,596,562 | | Jessica L. Warren, General Counsel, Chief Compliance Officer, and Secretary | 2024 | 560,000 | — | 1,570,921 | 598,403 | 679,128 | 3,408,452 | | | 2023 | 447,519 | — | 10,106,640 | 433,275 | 52,507 | 11,039,940 |

  83. Fiscal 2024 Summary Compensation Table

    (1)Amounts reported for FY 2024 represent base salaries paid for service during FY 2024, and include any base salary deferred into TransDigm’s qualified 401(k) plan by the NEOs for FY 2024. For more information about FY 2024 base salaries for the NEOs, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Annual Base Salary” above. (2)TransDigm has a performance-based annual incentive plan, with Compensation Committee discretion to adjust award payouts by up to 20%. No positive payout discretion was used in FY 2024. The calculated amount is disclosed in the Non-Equity Incentive Plan Compensation column. For more information about the operation of the FY 2024 annual cash incentive program, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Annual Cash Incentives” above. (3)Amounts reported for FY 2024 represent the grant date fair values of performance-based stock options awarded during FY 2024 under TransDigm’s applicable stock option plan. See Note 16 of the Notes to the Consolidated Financial Statements included in TransDigm’s 2024 Form 10-K for information on the grant date fair value of such awards and a description of the assumptions used in that computation. The actual value of such stock options will depend on whether the options vest and the trading price of the stock at both the time of exercise and the time the underlying stock is ultimately sold. For more information about the operation of the FY 2024 stock option grants, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives” above. (4)TransDigm has a performance-based annual cash incentive plan, which permits the Compensation Committee to apply discretion to adjust award payouts by up to 20%. No positive payout discretion was used in FY 2024. The total amounts reported for FY 2024 represent calculated payouts under the performance-based annual incentive plan for predetermined performance measures and goals for FY 2024, as described above. For Ms. Warren, $429,403 of the amount reported in this column for FY 2024 was earned pursuant to such performance-based annual cash incentive plan. The remaining amount reported in this column for FY 2024 for Ms. Warren reflects a performance-based cash amount earned for FY 2024 performance under a TransDigm Retention Bonus Plan, as described above. For more information about the awards reported in this column for FY 2024, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives” and “Compensation Discussion and Analysis – 2024 NEO Compensation – Retention Bonus Plan” above. (5)Amounts reported for FY 2024 include: (1) the annual TransDigm contribution and matching contribution under the 401(k) plan for NEOs as follows: Mr. Stein, $20,600; Ms. Wynne, $20,100; Mr. Lisman, $19,760; Mr. Reiss, $20,100; and Ms. Warren, $20,100; and (2) DEPs on vested but unexercised stock option awards under TransDigm’s dividend equivalents plans relating to dividends declared and paid on TransDigm’s common stock as follows: Mr. Stein, $1,625,000; Ms. Wynne, $1,994,305; Mr. Lisman, $6,029,090; Mr. Reiss, $7,740,150; and Ms. Warren, $659,028. For more information about the operation of the DEPs program in FY 2024, see “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives – Dividends and Dividend Equivalents” above.

  84. Fiscal 2024 Summary Compensation Table

    | 58 2025 Proxy Statement | TransDigm Group Incorporated |

  85. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table sets forth information concerning options granted and short-term cash incentive award targets set in FY 2024 for the NEOs (in dollars, except for estimated future payouts under equity plans).

  86. Fiscal 2024 Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards (per share) ($) | Option Award Grant Date Fair Value of Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold(1) (#) | Target(2) (#) | Maximum (#) | | | | Kevin M. Stein | Annual Incentive | 11/2/2023 | 1,543,500 | 2,205,000 | 2,866,500 | — | — | — | — | — | | | Performance-based Option (3) | 11/2/2023 | — | — | — | 10,450 | 41,800 | 41,800 | 869.73 | 15,822,774 | | Sarah L. Wynne | Annual Incentive | 11/2/2023 | 507,500 | 725,000 | 942,500 | — | — | — | — | — | | | Performance-based Option (4) | 11/2/2023 | — | — | — | 11,975 | 47,900 | 47,900 | 869.73 | 18,131,840 | | Michael J. Lisman | Annual Incentive | 11/2/2023 | 540,400 | 772,000 | 1,003,600 | — | — | — | — | — | | | Performance-based Option (5) | 11/2/2023 | — | — | — | 4,500 | 18,000 | 18,000 | 869.73 | 6,813,635 | | | Performance-based Option (4) | 1/24/2024 | — | — | — | 5,750 | 23,000 | 23,000 | 1,059.92 | 10,312,384 | | Joel B. Reiss | Annual Incentive | 11/2/2023 | 540,400 | 772,000 | 1,003,600 | — | — | — | — | — | | | Performance-based Option (4) | 11/2/2023 | — | — | — | 7,950 | 31,800 | 31,800 | 869.73 | 12,037,422 | | Jessica L. Warren | Annual Incentive | 11/2/2023 | 382,200 | 546,000 | 709,800 | — | — | — | — | — | | | Performance-based Option (4) | 11/2/2023 | — | — | — | 1,038 | 4,150 | 4,150 | 869.73 | 1,570,921 |

  87. Fiscal 2024 Grants of Plan-Based Awards

    (1)Calculated to represent the amount that would vest if the minimum performance criteria were met in the applicable years. If the minimum performance criteria is between the amount required to vest the minimum annual amount and the amount required to vest the maximum annual amount, the percent of options that vest will be determined by linear interpolation. Any options that do not vest in a year because of a shortfall of AOP (as defined in “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives”) may vest in the following two years if there is an excess of AOP in such years. In addition, any excess in AOP in a year may be carried forward in the following two years to make up deficiencies in AOP in such year. In no event may more than $100 of AOP be carried forward or carried back and any amounts used in calculating current year, prior year or future year AOP may not be used more than once. AOP targets are adjusted for anti-dilutive reasons, including special dividends and share repurchases, and the adjusted AOP targets as of September 30, 2024 are set forth in the footnotes below. The AOP calculation is explained in more detail above in “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives.” (2)Target amounts are not established under the grant but are disclosed at the maximum amount. Actual amounts could be lower if annual or cumulative performance requirements are not met. (3)Options vest in 2028 as follows: 25% if AOP is at least $612.86 per diluted share in 2028 and 100% if AOP is at least $853.05 per diluted share in 2028. (4)Options vest equally in 2024 - 2028 as follows: 5% if the AOP is at least $418.59 and 20% if the AOP is at least $447.53 per diluted share in 2024 (the AOP was $554.77 in 2024 so 20% of the options vested), 5% if the AOP is at least $460.45 and 20% if the AOP is at least $525.85 per diluted share in 2025, 5% if the AOP is at least $506.50 and 20% if the AOP is at least $617.87 per diluted share in 2026, 5% if the AOP is at least $557.15 and 20% if the AOP is at least $726.00 per diluted share in 2027 and 5% if the AOP is at least $612.86 and 20% if the AOP is at least $853.05 per diluted share in 2028. (5)Options vest equally in 2027 - 2028 as follows: 12.5% if the AOP is at least $557.15 and 50% if the AOP is at least $726.00 per diluted share in 2027 and 12.5% if the AOP is at least $612.86 and 50% if the AOP is at least $853.05 per diluted share in 2028. Grants made in FY 2024 are described more fully in the Compensation Discussion and Analysis section of this proxy statement. More information concerning the terms of the NEO’s employment agreements is provided under the section titled “Employment Agreements” of this proxy statement. More information concerning the amount of salary and incentive compensation in proportion to total compensation for the CEO and the other NEOs is provided under the section of this proxy statement entitled “Compensation Discussion and Analysis – 2024 NEO Compensation.”

  88. Fiscal 2024 Grants of Plan-Based Awards

    | TransDigm Group Incorporated | 2025 Proxy Statement 59 |

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning unexercised options as of September 30, 2024 with respect to the NEOs.

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (per share)(13) ($) | Option Expiration Date | | Kevin M. Stein | 153,500 | — | 270.88 | 4/25/2028 | | | 50,000 | — | 506.28 | 11/15/2029 | | | — | 68,000(1) | 507.31 | 11/11/2030 | | | — | 49,350(2) | 589.50 | 11/12/2031 | | | — | 83,100(3) | 547.80 | 11/9/2032 | | | — | 41,800(4) | 834.73 | 11/2/2033 | | Sarah L. Wynne | 10,000 | — | 559.78 | 11/15/2029 | | | 14,400 | 3,600(5) | 560.81 | 11/11/2030 | | | 8,190 | 5,460(6) | 643.00 | 11/12/2031 | | | — | 6,500(7) | 582.80 | 11/9/2032 | | | 9,580 | 38,320(8) | 869.73 | 11/2/2033 | | Michael J. Lisman | 92,000 | — | 347.17 | 11/5/2028 | | | 46,160 | 11,540(5) | 560.81 | 11/11/2030 | | | — | 38,450(7) | 582.80 | 11/9/2032 | | | — | 18,000(9) | 869.73 | 11/2/2033 | | | 4,600 | 18,400(8) | 1,059.92 | 1/24/2034 | | Joel B. Reiss | 21,300 | — | 226.34 | 11/6/2025 | | | 65,000 | — | 284.97 | 11/8/2027 | | | 43,000 | — | 476.81 | 4/25/2029 | | | 32,100 | — | 559.78 | 11/15/2029 | | | — | 28,600(10) | 643.00 | 11/12/2031 | | | — | 6,500(7) | 582.80 | 11/9/2032 | | | 6,360 | 25,440(8) | 869.73 | 11/2/2033 | | Jessica L. Warren | 275 | 275(11) | 560.81 | 11/11/2030 | | | 1,470 | 980(6) | 643.00 | 11/12/2031 | | | 14,400 | 21,600(12) | 700.50 | 1/25/2033 | | | 830 | 3,320(8) | 869.70 | 11/2/2033 |

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Options generally vest as follows: 25% if AOP is at least $170.88 and 100% if AOP is at least $232.42 in 2025. AOP targets are adjusted for anti-dilutive reasons, including special dividends and share repurchases, and the adjusted AOP targets as of September 30, 2024 are set forth in the footnotes herein. The AOP calculation is explained in detail above in “Compensation Discussion and Analysis – 2024 NEO Compensation – 2024 Equity Based Incentives.” (2)Options generally vest as follows: 25% if AOP is at least $187.97 and 100% if AOP is at least $273.09 in 2026. (3)Options generally vest as follows: 25% if AOP is at least $351.90 and 100% if AOP is at least $494.50 in 2027. (4)Options generally vest as follows: 25% if AOP is at least $612.86 and 100% if AOP is at least $853.05 in 2028. (5)Remaining unvested options generally vest as follows: 5% of the total award if the AOP is at least $170.88 and 20% of the total award if the AOP is at least $232.42 in 2025. (6)Remaining unvested options generally vest as follows: 5% if the AOP is at least $170.88 and 20% if the AOP is at least $232.42 in 2025 and 5% if the AOP is at least $187.97 and 20% if the AOP is at least $273.09 in 2026. (7)Options generally vest as follows: 12.5% of the total award if the AOP is at least $319.91 and 50% of the total award if the AOP is at least $420.85 per diluted share in 2026; and 12.5% of the total award if the AOP is at least $351.90 and 50% of the total award if the AOP is at least $494.50 per diluted share in 2027. (8)Remaining unvested options generally vest as follows: 5% of the total award if the AOP is at least $460.45 and 20% of the total award if the AOP is at least $525.85 in 2025; 5% of the total award if the AOP is at least $506.50 and 20% of the total award if the AOP is at least $617.87 in 2026; 5% of the total award if the AOP is at least $557.15 and 20% of the total award if the AOP is at least $726.00 in 2027; and 5% of the total award if the AOP is at least $612.86 and 20% of the total award if the AOP is at least $853.05 in 2028. (9)Options generally vest as follows: 12.5% if the AOP is at least $557.15 and 50% if the AOP is at least $726.00 in 2027 and 12.5% if the AOP is at least $612.86 and 50% if the AOP is at least $853.05 in 2028. (10)Options generally vest as follows: 12.5% if the AOP is at least $170.88 and 50% if the AOP is at least $232.42 in 2025 and 12.5% if the AOP is at least $187.97 and 50% if the AOP is at least $273.09 in 2026. (11)Remaining unvested options generally vest as follows: 12.5% if AOP is at least $170.88 and 50% if AOP is at least $232.42 in 2025. (12)Remaining unvested options generally vest as follows: 5% if the AOP is at least $290.82 and 20% if the AOP is at least $358.17 in 2025; 5% if the AOP is at least $319.91 and 20% if the AOP is at least $420.85 in 2026; and 5% if the AOP is at least $351.90 and 20% if the AOP is at least $494.5 in 2027. (13)Exercise prices for Mr. Stein have been reduced on an equitable, anti-dilution basis by the amount of dividends declared in FY 2022 ($18.50) and FY 2023 ($35.00) in lieu of receiving DEPs in cash.

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 60 2025 Proxy Statement | TransDigm Group Incorporated |

  93. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth information with respect to the number of shares acquired by the NEOs upon exercise of options and the value realized through such exercise during FY 2024.

  94. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Kevin M. Stein | 60,000 | 58,342,641 | | Sarah L. Wynne | 8,550 | 7,143,536 | | Michael J. Lisman | 28,000 | 21,397,439 | | Joel B. Reiss | 36,000 | 33,515,293 | | Jessica L. Warren | 1,450 | 1,447,179 |

  95. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    Potential Payments Upon Termination or Change in Control as of September 30, 2024 All of the NEOs have severance benefits governed by their employment agreements. Pursuant to the terms of his employment agreement, if Mr. Stein is terminated for cause (as defined in his employment agreement), he will receive only any unpaid but accrued base salary and benefits. Upon termination for cause, any vested options terminate within the shorter of 30 days (tolled for any black-out period) and 10 years after the grant date. As of September 30, 2024, Mr. Stein had no unpaid but accrued salary and benefits. If Mr. Stein is terminated for death or disability or without cause by TransDigm or voluntarily resigns for good reason (each as defined in the agreement and described under “Employment Agreements” below), he will receive (a) two times his annual salary, (b) two times the greater of (i) all bonuses paid or payable for the fiscal year immediately prior to the date of termination or (ii) the target bonuses for the fiscal year in which the date of termination occurs, determined in accordance with TransDigm’s annual incentive program, if any, and (c) 18 times the monthly cost of the difference between his employee co-premiums for health insurance at the time of termination and the COBRA cost for such coverage. The amount will be payable in equal monthly installments over the two-year period following his termination. Pursuant to the terms of their respective employment agreements, if Ms. Wynne, Mr. Lisman, Mr. Reiss, or Ms. Warren is terminated for cause (as defined in the applicable employment agreement), he or she will receive only any unpaid but accrued base salary and benefits. As of September 30, 2024, none of Mr. Lisman, Mr. Reiss, Ms. Wynne, or Ms. Warren had unpaid but accrued base salary or benefits. Options generally cease being exercisable upon a termination of an awardee’s employment with the Company for Cause (as defined in an applicable employment agreement). If Ms. Wynne, Mr. Lisman, Mr. Reiss, or Ms. Warren is terminated by reason of death or disability or without cause by TransDigm or voluntarily resigns for good reason (each as defined in his or her agreement and described under “Employment Agreements” below), he or she will receive (a) 1.25 times his or her annual salary, (b) 1.25 times the greater of (i) all bonuses paid or payable to him or her for the fiscal year immediately prior to the date of termination or (ii) the target bonus for the fiscal year in which the date of termination occurs, determined in accordance with TransDigm’s bonus program, if any, and (c) 18 times the monthly cost of the difference between his or her employee co-premiums for health insurance at the time of termination and the COBRA cost for such coverage. In each case, the amount will be payable in equal monthly installments over the 12-month period following his or her termination.

  96. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    | TransDigm Group Incorporated | 2025 Proxy Statement 61 |

  97. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    In addition, certain option grants for Mr. Stein, Mr. Lisman, Mr. Reiss, Ms. Wynne, or Ms. Warren have post-employment vesting provisions. If any of them had died, become disabled, been terminated by TransDigm without cause or resigned his or her employment for good reason on September 30, 2024, he or she would have had options be permitted to vest in accordance with their terms as set forth in the table below.

  98. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    | Name | Number of Unvested Options (#) | Option Expiration Date | Number of Options Permitted to Continue to Vest upon Termination (9/30/24) (#) | | Kevin M. Stein | 68,000 | 11/11/2030 | 40,800 | | | 49,350 | 11/12/2031 | 19,740 | | | 83,100 | 11/9/2032 | 16,620 | | | 41,800 | 11/2/2033 | — | | Sarah L. Wynne | 3,600 | 11/11/2030 | 2,160 | | | 5,460 | 11/12/2031 | 2,184 | | | 6,500 | 11/9/2032 | 1,300 | | | 38,320 | 11/2/2033 | — | | Michael J. Lisman | 11,540 | 11/11/2030 | 6,924 | | | 38,450 | 11/9/2032 | 7,690 | | | 18,000 | 11/2/2033 | — | | | 18,400 | 1/24/2034 | — | | Joel B. Reiss | 28,600 | 11/12/2031 | 11,440 | | | 6,500 | 11/9/2032 | 1,300 | | | 25,440 | 11/2/2033 | — | | Jessica L. Warren | 275 | 11/11/2030 | — | | | 980 | 11/12/2031 | — | | | 21,600 | 1/25/2033 | 4,320 | | | 3,320 | 11/2/2033 | — |

  99. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    TransDigm’s equity plans or awards have provisions for accelerated vesting in certain circumstances on a change in control. For options granted prior to FY 2024, in the event of a change in control, unvested options will become fully vested and exercisable. Beginning with options granted in FY 2024, in the event of a change in control, any unvested options will become fully vested and exercisable only if either a replacement award is not provided in connection with such change in control, or if in connection with such a replacement award the grantee’s employment is terminated for “good reason” by the grantee or without “cause” by TransDigm or its successors (as defined in the applicable employment agreement or stock option agreement) within two years following such change in control. If a change in control had occurred on September 30, 2024, Mr. Stein, Ms. Wynne, Mr. Lisman, Mr. Reiss, and Ms. Warren would have had 200,450, 15,560, 49,990, 35,100, and 22,855 options, respectively, vest, with an intrinsic but unrealized value of $191,990,874, $12,888,247, $42,461,821, $27,914,263 and $16,701,893, respectively (assuming the change in control price was $1,427.13, the closing price of our stock on the NYSE on September 30, 2024, but that none of these NEOs experienced a qualifying termination of employment on such date). Additionally, if in connection with such change in control a replacement award was not provided Mr. Stein, Ms. Wynne, Mr. Lisman, Mr. Reiss, and Ms. Warren would have had an additional 41,800, 38,320, 36,400, 25,440, and 3,320 options, respectively, vest with an intrinsic but unrealized value of $24,762,320, $21,359,568, $16,789,864, $14,180,256, and $1,850,668, respectively (assuming the change in control price was $1,427.13, the closing price of our stock on the NYSE on September 30, 2024). If in connection with a replacement award the named executive’s employment is terminated for “good reason” by the named executive or without “cause” by TransDigm or its successors within two years following such change in control, the named executive’s compensation would also include amounts listed in the column for “Termination without Cause” or “Voluntary Termination for Good Reason,” as applicable, in the table below. In sum, had a change in control or termination for the various reasons set forth below occurred on September 30, 2024, the NEOs would have been entitled to receive the following aggregate amounts:

  100. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    | 62 2025 Proxy Statement | TransDigm Group Incorporated |

  101. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    | Name | Change in Control ($)(1) | Change in Control and Qualifying Event ($)(2) | Termination for Cause ($) | Termination without Cause ($) | Termination for Death/ Disability ($) | Voluntary Termination for Good Reason ($) | Voluntary Termination Without Good Reason ($) | | Kevin M. Stein | 191,990,874 | 219,888,194 | — | 7,523,054 | 7,523,054 | 7,523,054 | — | | Sarah L. Wynne | 12,888,247 | 34,247,815 | — | 1,835,525 | 1,835,525 | 1,835,525 | — | | Michael J. Lisman | 42,461,821 | 59,251,685 | — | 1,939,112 | 1,939,112 | 1,939,112 | — | | Joel B. Reiss | 27,914,263 | 42,094,519 | — | 1,963,054 | 1,963,054 | 1,963,054 | — | | Jessica L. Warren | 16,701,893 | 18,552,461 | — | 1,229,317 | 1,229,317 | 1,229,317 | — |

  102. Potential Payments Upon Termination or Change in Control as of September 30, 2024

    (1)These amounts, consisting solely of the intrinsic value of stock options under the described conditions disclosed above, assume that the NEO was not terminated in connection with the change in control. If the named executive was terminated without cause in connection with a change in control, his or her compensation would also include amounts listed in the column for “Termination without Cause.” (2)These amounts, consisting solely of the intrinsic value of stock options under the described conditions disclosed above, assume that either NEO did not receive a replacement award in connection with the change in control or in connection with such a replacement award the named executive’s employment is terminated for “good reason” by the named executive or without “cause” by TransDigm or its successors (as defined in the applicable employment agreement or stock option agreement) within two years following such change in control. If the named executive’s employment is terminated for “good reason” by the named executive or without “cause” by TransDigm or its successors within two years following such change in control, the named executive’s compensation would also include amounts listed in the column for “Termination without Cause” or “Voluntary Termination for Good Reason,” as applicable.

  103. CEO Pay Ratio

    CEO Pay Ratio The SEC requires us to disclose the annual total compensation of each of Mr. Stein (our CEO) and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Fiscal 2024 Summary Compensation Table). In FY 2024, Mr. Stein’s annual total compensation was $21,432,369. Our median employee’s annual total compensation was $62,513. The ratio of Mr. Stein’s annual total compensation to our median employee’s annual total compensation was 343:1. In determining our median employee, we chose September 30, 2024, the date of our prior completed fiscal year. We identified the median employee by calculating total cash compensation (base salary, including overtime, and cash incentive compensation, where applicable) of all persons employed by us as of our FY 2024 year-end. In determining our median employee, we did not use any of the exemptions permitted under SEC rules. Similarly we did not rely on any material assumptions, adjustments (e.g. cost of living adjustments) or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee or Mr. Stein. Once we identified our median employee, we re-calculated such employee’s annual total compensation consistent with the Fiscal 2024 Summary Compensation Table for purpose of determining the ratio of Mr. Stein’s annual total compensation to such employee’s total compensation.

  104. Pay Versus Performance

    Pay Versus Performance The SEC requires us to disclose the following pay versus performance information. The table below provides information concerning the relationship between compensation actually paid to certain years’ NEOs, calculated in accordance with SEC rules, and certain elements of TransDigm performance for FYs 2024, 2023, 2022 and 2021.

  105. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | Average Summary Comp. Table Total for Non-PEO Named Executive Officers ($)(1) | Average Comp. Actually Paid to Non-PEO Named Executive Officers ($)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Comp. Table Total for PEO ($)(1) | Comp. Actually Paid to PEO ($)(1)(2) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | Net Income ($ Millions) | EBITDA As Defined Dollars ($ Millions)(5) | | 2024 | 21,432,369 | 173,869,469 | 17,833,657 | 50,445,266 | 311.63 | 181.73 | 1,715 | 4,173 | | 2023 | 23,845,374 | 80,979,736 | 8,539,897 | 20,541,600 | 183.71 | 129.19 | 1,299 | 3,395 | | 2022 | 18,709,996 | 2,210,189 | 6,683,966 | (442,736) | 114.35 | 105.57 | 867 | 2,646 | | 2021 | 21,484,504 | 44,523,404 | 16,577,165 | 28,844,554 | 131.46 | 137.33 | 681 | 2,189 |

  106. Pay Versus Performance

    (1)Kevin M. Stein served as our principal executive officer (“PEO”) for 2021, 2022, 2023 and 2024. Our non-PEO NEOs included W. Nicholas Howley, Robert S. Henderson, Jorge L. Valladares III, Michael J. Lisman and Sarah L. Wynne for 2021, Jorge L. Valladares III, Michael J. Lisman, Sarah L. Wynne and Halle F. Martin for 2022, Sarah L. Wynne, Jorge L. Valladares III, Michael J. Lisman, Joel B. Reiss and Jessica L. Warren for 2023, and Sarah L. Wynne, Michael J. Lisman, Joel B. Reiss and Jessica L. Warren for 2024.

  107. Pay Versus Performance

    | 64 2025 Proxy Statement | TransDigm Group Incorporated |

  108. Pay Versus Performance

    (2)Compensation Actually Paid to our PEO reflects the following adjustments from “Total Compensation” reported in the Fiscal 2024 Summary Compensation Table (in dollars):

  109. Pay Versus Performance

    | PEO | 2024 | | Summary Compensation Table (“SCT”) Total for PEO (Column (b)) | 21,432,369 | | Less: Stock Award values reported in SCT | — | | Less: Option Award values reported in SCT | (15,822,774) | | Plus (Less): Change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | 106,523,312 | | Plus: Covered year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 33,694,562 | | Plus: Vesting date fair value of equity awards granted and vested in the covered year | — | | Plus (Less): Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the covered year | 28,042,000 | | Less: Fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year | — | | Plus: Dollar value of dividends paid on equity awards in the covered year | — | | Less: Aggregate change in actuarial present value of pension benefits | — | | Plus: Service cost of pension benefits | — | | Plus: Prior service cost of pension benefits | — | | Compensation Actually Paid to PEO (Column (c)) | 173,869,469 |

  110. Pay Versus Performance

    (3)Average Compensation Actually Paid to our non-PEO NEOs reflects the following adjustments from average “Total Compensation” reported in the Fiscal 2024 Summary Compensation Table (in dollars):

  111. Pay Versus Performance

    | NEO | 2024 | | Average SCT Total for Non-PEOs (Column (d)) | 17,833,657 | | Less: Stock Award values reported in SCT | — | | Less: Option Award values reported in SCT | (12,216,550) | | Plus (Less): Change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | 15,201,392 | | Plus: Covered year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 19,951,378 | | Plus: Vesting date fair value of equity awards granted and vested in the covered year | 4,103,954 | | Plus (Less): Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the covered year | 5,571,435 | | Less: Fair value as of prior year-end of equity awards granted in prior years that failed to vest in the covered year | — | | Plus: Dollar value of dividends paid on equity awards in the covered year | — | | Less: Aggregate change in actuarial present value of pension benefits | — | | Plus: Service cost of pension benefits | — | | Plus: Prior service cost of pension benefits | — | | Compensation Actually Paid to Non-PEOs (Column (e)) | 50,445,266 |

  112. Pay Versus Performance

    (4)Represents the cumulative total shareholder return of the S&P Aerospace & Defense Select Index, which we consider to be our peer group for purposes of the performance graph included in our Annual Reports on Form 10-K. (5)For information regarding the calculation of EBITDA As Defined, see the “Compensation Discussion and Analysis” section of this proxy statement, plus Appendix A for a reconciliation of income from continuing operations to EBITDA As Defined.

  113. Pay Versus Performance

    | TransDigm Group Incorporated | 2025 Proxy Statement 65 |

  114. Pay Versus Performance

    Certain Relationships between Pay and Performance The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022 and 2021, including (a) a comparison between our cumulative total shareholder return and the total shareholder return of the peer group reflected in the table above; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (2) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.

  115. Pay Versus Performance

    | 66 2025 Proxy Statement | TransDigm Group Incorporated |

  116. Pay Versus Performance

    Tabular List of Financial Performance Measures The following represent the most important financial performance measures used to link compensation actually paid for FY 2024 to TransDigm’s performance. Refer to the “Compensation Discussion and Analysis” section within this proxy statement for further details about these financial performance measures. •AOP •EBITDA As Defined dollars •EBITDA As Defined margin

  117. Pay Versus Performance

    | TransDigm Group Incorporated | 2025 Proxy Statement 67 |