DEF 14A of TransDigm Group INC, Jan 23, 2026

DEF 14A of TransDigm Group INC

Filed Jan 23, 2026 · FY20250001260221-26-000009

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 option holders, including 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 44. 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 management and our stockholders.

  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, Ms. Wynne, Mr. Lisman and Mr. Reiss, with a larger increase in salary for Mr. Murphy upon his promotion to Co-COO in July 2025. | | | 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 52.7% EBITDA As Defined margin and $4.680B EBITDA As Defined dollars | | | | | We exceeded target goals for both EBITDA As Defined margin and EBITDA As Defined dollars in FY 2025 | | | 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 shifted to annual extension option awards. |

  4. 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 30. 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 7 | |

  5. Stockholder Outreach Efforts

    | Feedback | TransDigm Response | | Stockholder Engagement | | | Our stockholders recognize that we have expanded our stockholder engagement efforts in recent years. Stockholders 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 stockholder engagement and being responsive on issues highlighted by our stockholders. Our engagement program not only includes outreach to stockholders 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 stockholders. | | Corporate Governance | | | Some stockholders suggested that, given our current Board leadership structure, we should consider improving the overall independence of our Board. | This feedback was received prior to non-independent director, Kevin Stein (TransDigm’s former CEO), not standing for re-election at the 2026 Annual Meeting. Mr. Stein’s retirement from the Board improves the Board’s overall independence. The process of reviewing potential new Board members is ongoing to identify the appropriate candidate(s) for the future and independence is taken into consideration as part of that evaluation. We will continue to engage with our stockholders about the strategic evolution of our Board. | | Stockholders were interested in our ongoing board refreshment process and priorities, 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. In October 2025, we welcomed two new directors: Michael Lisman, who joined the Board in connection with his promotion to CEO, and Peter Palmer, a former TransDigm Executive Vice President. 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. We will continue to engage with our stockholders about the strategic evolution of our Board. | | Stockholders voiced interest in better understanding our management of cybersecurity risk especially given that it is an emerging and continually evolving risk. | The Board is continually monitoring and assessing risk for TransDigm including cybersecurity risk. Cybersecurity risk has received heightened attention from the Board over the past several years as the risk continues to evolve. Disclosures regarding the Board oversight of TransDigm’s risk management practices can be found within “Responsible Stewardship & Role of the Board of Directors” on page 10 and “Board Oversight of Risk Management” on page 11. | | Executive Compensation | | | Most stockholders expressed a belief that our executive compensation plan design aligns CEO and NEO pay with TransDigm performance and stockholders. | 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 stockholders evaluate Say-on-Pay. We will continue to solicit feedback from stockholders in the future. | | Stockholders expressed appreciation for no discretion utilized by the Compensation Committee's in the payout of FY 2024 annual incentive bonuses, one-off equity retention awards, and special provisions for equity vesting upon retirement. Stockholders preferred that practice continue in FY 2025 and beyond. | We understand that stockholders 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 2025, 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. |

  6. Stockholder Outreach Efforts

    | Feedback | TransDigm Response | | Stockholders value the 17.5% AOP target set for full vesting on the performance-based stock option awards and view such AOP target to be strong and rigorous. | We appreciate stockholders recognizing the rigor of our compensation program and performance targets. The Compensation Committee will continue to set ambitious targets that align with our long-term strategy and our shareholders’ expectations. Our AOP target plays a key role in driving long-term value and incentivizing key talent within the business. | | Stockholders were interested to understand the details of the compensation arrangement for our new CEO. Mike Lisman became TransDigm’s President & CEO on October 1, 2025. | Many of our stockholder engagements occurred before Mr. Lisman’s official start date as CEO on October 1, 2025 and prior to the disclosure of his employment agreement. Details of Mr. Lisman’s compensation can be found in the Form 8-K filed with the SEC on October 1, 2025. Discussion of Mr. Lisman’s compensation arrangement can be found within section “Employment Agreements” on page 59. Further details of Mr. Lisman’s compensation will be included in our 2026 Proxy Statement. | | Other Topics | | | Stockholders value the continued enhancement of our compensation and governance practices each year in the annual proxy. | We appreciate stockholders sharing their perspectives on the disclosures they find most valuable. We will continue to solicit and evaluate feedback on our disclosure practices to help us best meet investor expectations. We continue to evaluate and refine disclosures throughout the proxy preparation each year. |

  7. Board Nominees and Composition

    Board Nominees and Composition

  8. Board Nominees and Composition

    | Name | Age | Independent | AC | CC | N & CGC | EC | | | | | | | | | | The Board of Directors recommends that the stockholders vote FOR each of the ten director nominees for election set forth below. | | David A. Barr | 62 | | | | | | | | Jane M. Cronin | 58 | | | | | | | | Michael Graff | 74 | | | | | | | | Sean P. Hennessy | 68 | | | | | | | | W. Nicholas Howley, Chairman | 73 | | | | | | Our Nominees David A. Barr Jane M. Cronin Michael Graff Sean P. Hennessy W. Nicholas Howley (Chairman) Michael J. Lisman (President and CEO) Gary E. McCullough Peter J. Palmer Michele L. Santana Robert J. Small (LID) | | Michael J. Lisman, President and CEO | 43 | | | | | | | | Gary E. McCullough | 67 | | | | | | | | Peter J. Palmer | 61 | | | | | | | | Michele L. Santana | 55 | | | | | | | | Robert J. Small, LID | 59 | | | | | | | | AC: Audit Committee; CC: Compensation Committee; N & CGC: Nominating and Corporate Governance Committee; EC: Executive Committee Chair Member | | | | | | | |

  9. Board Nominees and Composition

    | 18 2026 Proxy Statement | TransDigm Group Incorporated |

  10. 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.

  11. 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 62 | | | Director Since 2017 | | | Committees Compensation (Chair) | |

  12. 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 | | Jane M. Cronin | | | Age 58 | | | Director Since 2021 | | | Committees Audit Nominating and Corporate Governance | |

  13. Director Nominees for Election

    | TransDigm Group Incorporated | 2026 Proxy Statement 21 |

  14. 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. Selected Directorships And Memberships Day One Education USA Water Polo El Education National Psoriasis Foundation | | Michael Graff | | | Age 74 | | | Director Since 2003 | | | Committees Nominating and Corporate Governance Executive | |

  15. 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 68 | | | Director Since 2006 | | | Committees Audit (Chair) | |

  16. Director Nominees for Election

    | 22 2026 Proxy Statement | TransDigm Group Incorporated |

  17. 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 The Howley Foundation, Chair Rock and Roll Hall of Fame Drexel University St. Joseph Preparatory School | | W. Nicholas Howley Chairman | | | Age 73 | | | Director Since 1993 | | | Committees Executive (Chair) | |

  18. Director Nominees for Election

    | | Michael J. Lisman was appointed President and Chief Executive Officer of TransDigm on October 1, 2025. Prior to that he served as Co-Chief Operating Officer from May 2023 to September 2025, as Chief Financial Officer from July 2018 to May 2023 and Executive Vice President from January 2022 to May 2023. He also served as Vice President - Mergers and Acquisitions from January 2018 to June 2018, Business Unit Manager at Aero Fluid Products, a wholly-owned subsidiary of TransDigm, from 2017 to 2018 and Director of Mergers and Acquisitions of TransDigm from 2015 to 2017. Mr. Lisman was a Vice President at Warburg Pincus from 2011 to 2015 and worked in the New York and London offices of Warburg Pincus. Mr. Lisman was appointed to the Board in connection with his promotion to Chief Executive Officer in October 2025. Mr. Lisman has extensive knowledge and experience in the Company's investment and capital strategy and the Company's manufacturing and aerospace operations based on his various roles within the Company. Other Current Public Company Directorships None | | Michael J. Lisman | | | Age 43 | | | Director Since 2025 | | | Committees None | |

  19. Director Nominees for Election

    | TransDigm Group Incorporated | 2026 Proxy Statement 23 |

  20. 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 67 | | | Director Since 2017 | | | Committees Compensation Nominating and Corporate Governance (Chair) | |

  21. Director Nominees for Election

    | | Peter J. Palmer served as Executive Vice President of TransDigm from 2012 until his retirement at the end of 2024. Prior to becoming Executive Vice President, Mr. Palmer served as President at AdelWiggins Group, a division of TransDigm, Inc. from 2010 to 2012, as President of CEF Industries, a wholly owned subsidiary of TransDigm, Inc., from 2008 to 2010; and Director of Mergers and Acquisitions for TransDigm, Inc. from 2005 to 2008. Over the course of his career, Mr. Palmer has held numerous senior roles involving operations, strategic development, and business integration, and has served on other aerospace company boards. Mr. Palmer was appointed to the Board because of his extensive operational and corporate leadership experience, as well as significant expertise in corporate governance and mergers and acquisitions. Specifically, Mr. Palmer has extensive knowledge of operations at TransDigm’s industry at large. Other Current Public Company Directorships None | | Peter J. Palmer | | | Age 61 | | | Director Since 2025 | | | Committees None | |

  22. Director Nominees for Election

    | 24 2026 Proxy Statement | TransDigm Group Incorporated |

  23. 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 55 | | | Director Since 2018 | | | Committees Audit Nominating and Corporate Governance | |

  24. 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 59 | | | Director Since 2010 | | | Committees Compensation Executive | |

  25. Director Nominees for Election

    | TransDigm Group Incorporated | 2026 Proxy Statement 25 |

  26. Director Compensation

    Director Compensation In FY 2025, Mr. Stein, the only director serving during the fiscal year who was also a current TransDigm employee, did receive any director compensation. Mr. Howley also did not receive any director compensation in FY 2025. In FY 2026, Mr. Lisman, the only director who is also a current employee, will not receive any director compensation. 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 2025 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 – 2025 NEO Compensation – 2025 Equity Based Incentives.” Starting in FY 2026, the compensation for directors will be as follows: •An annual retainer fee of $75,000 for directors other than the Board Chair, with such fee being paid semi-annually in arrears and an annual retainer fee of $200,000 for the Board Chair. •An additional retainer of $40,000 to the LID, paid semi-annually in arrears. •An additional retainer of $25,000 to the chairs of the Audit and Compensation Committees, paid semi-annually in arrears and an additional retainer of $15,000 to the chair of the Nominating and Corporate Governance Committee, paid semi-annually in arrears. •An annual grant of stock options valued at approximately $275,000 on a Black-Scholes “fair value” basis. In connection with his retirement as CEO, Mr. Stein and the Company entered into a consulting agreement under which Mr. Stein will serve as an advisor to the Company for up to 24 months to support the executive transition. Under the consulting agreement, Mr. Stein will receive monthly consulting fees of $25,000. Per the terms of Mr. Stein’s previously executed stock option agreements, Mr. Stein’s previously awarded stock options grants are eligible to continue to vest while he continues to serve the Company. Mr. Stein and the Company agreed under the consulting agreement that Mr. Stein will forfeit a portion of those outstanding stock options granted as part of his tenure as CEO — see “Outstanding Equity Awards at 2025 Fiscal Year-End.” For special dividends commencing in 2022, the Board members receive a reduction in the exercise price of their respective options as contemplated by our stockholder-approved equity plans in connection with a capital adjustment event. These payments ended in 2025. In the event the exercise price would be reduced to zero, the dividend equivalents would be paid in cash. In FY 2025, non-employee directors other than Mr. Howley were required to maintain equity in TransDigm (i.e., stock or vested in-the-money options) equal to at least $250,000. Commencing in FY 2026, this amount has been increased to $275,000. Mr. Howley must maintain equity in TransDigm of $6,000,000, at least half of which must be maintained in stock.

  27. Director Ownership Requirements

    | Name | Fees Earned or Paid In Cash (1) ($) | Stock Awards(1) ($) | Option Awards (2) ($) | All Other Compensation(3) ($) | Total ($) | | David A. Barr | 1,500 | 93,500 | 244,318 | 19,500 | 358,818 | | Jane M. Cronin | 1,289 | 73,711 | 244,318 | — | 319,318 | | Michael Graff | 1,289 | 73,711 | 244,318 | 19,500 | 338,818 | | Sean P. Hennessy | 1,500 | 93,500 | 244,318 | 19,500 | 358,818 | | W. Nicholas Howley | — | — | — | — | — | | Gary E. McCullough | 85,000 | — | 244,318 | 19,500 | 348,818 | | Michele L. Santana | 1,289 | 73,711 | 244,318 | 19,500 | 338,818 | | Robert J. Small | 1,769 | 113,231 | 244,318 | 19,500 | 378,818 | | Jorge L. Valladares III (4) | 1,584 | 59,542 | 244,318 (4) | — | 305,444 |

  28. Other Named Executive Officers

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

  29. Other Named Executive Officers

    | | Kevin M. Stein Kevin M. Stein, 59, served as Chief Executive Officer of the Company from April 2018 to September 30, 2025 and as President of the Company from January 2017 to September 30, 2025. 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 2-14 to 2016. Prior to that Mr. Stein was President of the Structurals Division and Executive Vice President of Precision Cast Parts from 2019 to 2014. |

  30. Other Named Executive Officers

    | | Sarah L. Wynne Sarah L. Wynne, 52, 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 the Company. |

  31. Other Named Executive Officers

    | | Joel B. Reiss Joel B. Reiss, 55, 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. |

  32. Other Named Executive Officers

    | | Patrick J. Murphy Patrick J. Murphy, 53, was appointed Co-COO in August 2025. Prior to that, Mr. Murphy served as Executive Vice President from October 2019 to August 2025. Mr Murphy also served as President of HarcoSemco, a wholly-owned subsidiary of TransDigm Inc., from December 2014 to September 2019. |

  33. Other Named Executive Officers

    | TransDigm Group Incorporated | 2026 Proxy Statement 29 |

  34. Executive Compensation

    | Dear Fellow Stockholders, FY 2025 was another good 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. Throughout FY 2025, TransDigm strategically deployed capital across accretive acquisitions, a special dividend, and share repurchases, while maintaining significant liquidity and financial flexibility to pursue additional strategic opportunities going forward. As we do every year, the Compensation Committee reviewed the results of the Say-on-Pay vote, stockholder feedback, Company performance, and market practices to assess the effectiveness and competitiveness of our executive compensation program. The Committee—and the full Board—were very pleased with the strong support for our program at last year’s meeting, where over 94% of votes cast supported our executive compensation plan. We view this outcome as a direct reflection of our ongoing, constructive engagement with stockholders. We do not take this support for granted. Throughout the year, we continued to engage meaningfully with stockholders on key topics, including executive compensation. Throughout FY 2025, we reached out to stockholders representing over 75% of our shares outstanding, resulting in engagements with stockholders representing 65% of shares outstanding. Notably, stockholders representing 7% of our shares outstanding declined meetings, indicating that they had no questions or concerns at this time—an encouraging signal of the continued progress we have made in addressing stockholder priorities. Overall, stockholders expressed strong support for our compensation program and did not suggest a need for significant changes. Investors also reiterated their appreciation for the enhanced disclosure we have provided in recent years, which has helped them better understand TransDigm’s compensation philosophy and practices. We have summarized key themes from shareholder feedback throughout the CD&A. We remain grateful for our shareholders’ insights and look forward to building on these constructive dialogues in the years ahead. FY 2025 also marked an important leadership transition for TransDigm. On October 1, 2025, Mike Lisman succeeded Kevin Stein as CEO of TransDigm. In connection with his promotion — and consistent with our long-standing compensation practices — Mike received performance-based option grants that vest over five years as part of our FY 2026 grant cycle. Additional details regarding his compensation package, which will appear in the FY 2026 Summary Compensation Table, can be found in the Form 8-K filed on October 1, 2025 or on page 59 of this proxy. While Mike’s compensation aligns with that of our prior CEO, he has elected to make one notable change: rather than receiving cash, he has chosen to receive both his base salary and his short-term incentives in the form of options. This decision underscores his confidence in TransDigm and reflects his strong alignment with the long-term interests of our shareholders. The Compensation Committee deeply values its engagement with—and the continued support of—our stockholders. On behalf of the 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 |

  35. 2025 Compensation Program Modifications

    | | No Discretionary Equity Awards | In the past we heard feedback from our stockholders criticizing the use of discretionary option awards. We did not issue any discretionary equity awards in FY 2025, as further described below in Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Equity Based Incentives. | | | No Upward Discretion Used in Annual Cash Incentive | In the past our stockholders 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 in 2025. | | | Continued Investor Outreach | We continue our formal year-round stockholder engagement program. | | | Enhanced Compensation Program Disclosure | We have continued the enhanced disclosure of our executive compensation program, including how our option compensation creates strong alignment between our NEOs and stockholders and additional details regarding the mechanics of our option grants. | | | Use of Refreshed Peer Group | We continue to use the peer group adopted in 2024 which we believe is more reflective of our business. |

  36. Compensation Program Overview

    | | Base Salary | | | | | | Fixed element of annual compensation | | | | | | On average, accounts for 10% or less of NEO total compensation | | | | | Modest increases in salary. | | | 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 52.7% EBITDA As Defined margin and $4.680B 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 |

  37. Summary of Key NEO Compensation Decisions and Actions in 2025

    | Base Salary | | | | The salaries of Mr. Stein, Ms. Wynne, Mr. Lisman and Mr. Reiss were each increased by 6%. | | Annual Cash Incentive | | | | We achieved 116.1% of our EBITDA as Defined margin goal and 105% of our EBITDA as Defined dollars goal for our Annual Cash Incentive. The Annual Cash Incentive paid at 110.6% of the target goal as each of these metrics is equally weighted. The Compensation Committee did not exercise any discretion in the payment of Annual Cash Incentives to NEOs. | | Long-Term Equity Awards | The Compensation Committee did not exercise any discretion in awarding long-term equity compensation to NEOs. Ms. Wynne and Mr. Lisman received extension grants which vest in the fourth and fifth year following the grant. Mr. Reiss received a promotion equity grant which vest equally over a period of five years. The purpose of these awards, and our long-term equity awards generally, is to drive long-term performance and retain our executives. |

  38. 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-based 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 stockholder 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. |

  39. 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 stockholder 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 with respect to FY 2025 compensation. 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 Compensation Committee did not engage a compensation consultant with respect to FY 2025 compensation. The following peer group was used to evaluate TransDigm’s FY 2024 NEO compensation:

  40. 2024 Peer Group

    2024 Peer Group

  41. 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. |

  42. 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:

  43. 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. |

  44. 2024 Peer Group

    | TransDigm Group Incorporated | 2026 Proxy Statement 37 |

  45. 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. 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 2025, TransDigm’s CEO, Mr. Stein, provided input to the Compensation Committee regarding the recent performance and compensation of the other NEOs for FY 2024. 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 2025. 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 2025. 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. The Role of Investors. stockholders are provided the opportunity to cast an annual advisory vote on the compensation of our NEOs. Last year, 94.4% of votes cast were in favor of our annual advisory Say-on-Pay proposal to approve the compensation of our NEOs. As described below in “Stockholder Engagement Summary” starting on page 49, in recent years we have increased our stockholder engagement. The feedback received through these discussions is strongly considered by the Compensation Committee when reviewing our executive compensation program.

  46. 2025 NEO Compensation

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

  47. 2025 Annual Cash Incentives

    2025 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 2025, in large part due to prior feedback from our stockholders that they prefer that positive discretion not be used to modify annual cash incentive payouts.

  48. 2025 Annual Cash Incentives

    | No Discretion Used to Increase NEO Annual Cash Incentive Payouts for FY 2025 |

  49. 2025 Annual Cash Incentives

    | TransDigm Group Incorporated | 2026 Proxy Statement 39 |

  50. 2025 Annual Cash Incentives

    When setting the goals focused on EBITDA As Defined dollars and EBITDA As Defined margin for FY 2025, the Compensation Committee considered many factors, including various events that impact 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 2025 EBITDA As Defined dollars and EBITDA As Defined margin. Based on these considerations, in January 2025, 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 2025:

  51. Fiscal 2025 Performance Goals and Results(1)

    Fiscal 2025 Performance Goals and Results(1)

  52. Fiscal 2025 Performance Goals and Results(1)

    | | Threshold Goal | Target Goal | | Maximum Goal | | Payout Level | 70% | 100% | | 130.0% | | | | | $4,761m | | | | | | | | | Pro Forma EBITDA As Defined Dollars | $4,206m | $4,680m | | $5,155m | | Pro Forma EBITDA As Defined Margin | 50.7% | 52.7% | | 54.7% | | | | | | | | | | | 53.7% | | | Indicates actual FY 2025 results | | | | |

  53. Fiscal 2025 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 2025 primarily represents management’s estimates of the impact of the Company’s acquisitions over FY 2025 as if had such transactions occurred at the beginning of the fiscal year ended September 30, 2025, 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 2025, primarily represents the aforementioned estimates by management for the applicable period. |

  54. Fiscal 2025 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 2025, our Pro Forma EBITDA As Defined dollars was $4,761 million and our Pro Forma EBITDA As Defined margin was 53.7%. These results equated to a Performance Level of 110.6%. These results exceeded our target Performance Level.

  55. Fiscal 2025 Performance Goals and Results(1)

    | 40 2026 Proxy Statement | TransDigm Group Incorporated |

  56. Annual Cash Incentive Percentage

    Annual Cash Incentive Percentage For FY 2025, Mr. Stein’s, Ms. Wynne’s, Mr. Lisman’s, Mr. Reiss’ and Mr. Murphy’s target incentives were set at 150%, 100%, 100%, 100%, and 65%, respectively, of their base salaries. Mr. Murphy’s target incentive was increased to 100% upon his promotion to COO and his target percentages were pro rated over the course of the year. 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.

  57. Annual Cash Incentive Percentage

    | Name | Target Annual Incentive ($) | Calculated Annual Incentive ($) | Actual Annual Incentive Awarded ($) | | Kevin M. Stein | 2,337,300 | 2,585,054 | 2,585,054 | | Sarah L. Wynne | 768,500 | 849,961 | 849,961 | | Michael J. Lisman | 818,320 | 905,062 | 905,062 | | Joel B. Reiss | 818,320 | 905,062 | 905,062 | | Patrick J. Murphy | 427,083 | 472,354 | 472,354 |

  58. 2025 Equity Based Incentives

    2025 Equity Based Incentives In FY 2025, the Compensation Committee awarded Mr. Stein, Ms. Wynne, Mr. Lisman and Mr. Reiss 38,900, 8,200, 9,850, and 15,550 options, respectively. Note that Mr. Stein’s options were forfeited in connection with his retirement pursuant to his consulting agreement dated October 1, 2025. Mr. Murphy was an Executive Vice President during the period options were granted in FY 2025; he did not receive a grant of options in FY 2025 but received a promotion grant commensurate with his promotion to Co-COO in November 2025. Ms. Wynne’s and Mr. Lisman’s awards vest equally over FY 2028 and 2029. Mr. Stein’s award vests in FY 2029. Mr. Reiss’ award vests equally in FY 2025 through FY 2029. These equity awards are described in further detail below. 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 stockholder 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 stockholders by reinforcing the long-term goal of increasing stockholder 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 320 people, including management at the corporate level and our operating units, participate in our option program.

  59. 2025 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.

  60. 2025 Equity Based Incentives

    Starting in FY 2025, all NEOs receive annual grants of options. Shifting to annual grants for our NEOs provides more consistency in compensation year-to-year. Annual grants for 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. For Mr. Lisman for the period between FY 2026 and FY 2030, some of his grants will be considered promotion grants and some of his grants will be considered extension grants. For details, please see “Employment Agreements.” 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 stockholders at a rate that outperforms the typical private equity model. The AOP metric focuses management on value to TransDigm’s stockholders, EBITDA As Defined growth, management of capital structure, cash generation, and acquisition performance. We believe our compensation program optimizes management incentive to drive stockholder value creation over the long-term and appropriately links compensation with financial performance.

  61. 2025 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.

  62. 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.

  63. When Do Options Vest?

    | 44 2026 Proxy Statement | TransDigm Group Incorporated |

  64. 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 stockholders and share repurchases. We believe these adjustments are appropriate and necessary to account for the early return of value to stockholders. 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 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 feature of our compensation program has been used only once in the last five years and only twice since the history of the option program and is intended to be 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:

  65. When Do Options Vest?

    | Termination Date | Percent of Remaining Options Vesting(1) | | During the first fiscal year after date of grant | 0% | | 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% |

  66. 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.

  67. When Do Options Vest?

    | TransDigm Group Incorporated | 2026 Proxy Statement 45 |

  68. When Do Options Vest?

    In FY 2025, option agreements for NEOs contain an updated retirement threshold for continued vesting. This change addresses stockholder 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 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. We tweaked this language in FY 2026 to encompass movement in executive officer roles and transitional roles as executives are nearing retirement, as is often the case. 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 stockholder-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 2025, 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 346,664 shares of common stock were granted under the program in FY 2025. The number of shares subject to the 2019 Stock Option Plan is 4,000,000, of which 3,210,451 shares remained available for granting under the plan as of September 30, 2025. 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 stockholders 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 two special dividends of $75.00 and $90.00 per share, totalling $165.00 in dividends, in FY 2025. 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 stockholders 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 stockholders.

  69. When Do Options Vest?

    Currently Mr. Lisman, Mr. Stein and Mr. Howley do not receive cash DEPs at all and our other outside directors do not receive DEPs on options they received as director compensation. 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 stockholders which inhibits the effectiveness of our long-term incentive program. Our stockholder 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.

  70. Stockholder Outreach Efforts

    | Feedback | TransDigm Response | | Stockholder Engagement | | | Our stockholders recognize that we have expanded our stockholder engagement efforts in recent years. Stockholders 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 stockholder engagement and being responsive on issues highlighted by our stockholders. Our engagement program not only includes outreach to stockholders 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 stockholders. | | Corporate Governance | | | Some stockholders suggested that, given our current Board leadership structure, we should consider improving the overall independence of our Board. | This feedback was received prior to non-independent director, Kevin Stein (TransDigm’s former CEO), not standing for re-election at the 2026 Annual Meeting. Mr. Stein’s retirement from the Board improves the Board’s overall independence. The process of reviewing potential new Board members is ongoing to identify the appropriate candidate(s) for the future and independence is taken into consideration as part of that evaluation. We will continue to engage with our stockholders about the strategic evolution of our Board. | | Stockholders were interested in our ongoing board refreshment process and priorities, 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. In October 2025, we welcomed two new directors: Mike Lisman, who joined the Board in connection with his promotion to CEO, and Pete Palmer, a former TransDigm Executive Vice President. 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. We will continue to engage with our stockholders about the strategic evolution of our Board. | | Stockholders voiced interest in better understanding our management of cybersecurity risk especially given that it is an emerging and continually evolving risk. | The Board is continually monitoring and assessing risk for TransDigm including cybersecurity risk. Cybersecurity risk has received heightened attention from the Board over the past several years as the risk continues to evolve. Disclosures regarding the Board oversight of TransDigm’s risk management practices can be found within “Responsible Stewardship & Role of the Board of Directors” on page 10 and “Board Oversight of Risk Management” on page 11. | | Executive Compensation | | | Most stockholders expressed a belief that our executive compensation plan design aligns CEO and NEO pay with TransDigm performance and stockholders. | 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 stockholders evaluate Say-on-Pay. We will continue to solicit feedback from stockholders in the future. | | Stockholders expressed appreciation for no discretion utilized by the Compensation Committee's in the payout of FY 2024 annual incentive bonuses, one-off equity retention awards, and special provisions for equity vesting upon retirement. Stockholders preferred that practice continue in FY 2025 and beyond. | We understand that stockholders 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 2025, 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. |

  71. Stockholder Outreach Efforts

    | Stockholders value the 17.5% AOP target set for full vesting on the performance-based stock option awards and view such AOP target to be strong and rigorous. | We appreciate stockholders recognizing the rigor of our compensation program and performance targets. The Compensation Committee will continue to set ambitious targets that align with our long-term strategy and our shareholders’ expectations. Our AOP target plays a key role in driving long-term value and incentivizing key talent within the business. | | Stockholders were interested to understand the details of the compensation arrangement for our new CEO. Mike Lisman became TransDigm’s President & CEO on October 1, 2025. | Many of our stockholder engagements occurred before Mr. Lisman’s official start date as CEO on October 1, 2025 and prior to the disclosure of his employment agreement. Details of Mr. Lisman’s compensation can be found in the Form 8-K filed with the SEC on October 1, 2025. Discussion of Mr. Lisman’s compensation arrangement can be found within section “Employment Agreements” on page 59. Further details of Mr. Lisman’s compensation will be included in our 2026 Proxy Statement. | | Other Topics | | | Stockholders value the continued enhancement of our compensation and governance practices each year in the annual proxy. | We appreciate stockholders sharing their perspectives on the disclosures they find most valuable. We will continue to solicit and evaluate feedback on our disclosure practices to help us best meet investor expectations. We continue to evaluate and refine disclosures throughout the proxy preparation each year. |

  72. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 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, 2025.

  73. Fiscal 2025 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 | 2025 | 1,462,650 | — | 21,119,926 | 2,585,054 | 20,800 | 25,188,430 | | | 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 | | Sarah L. Wynne, Chief Financial Officer | 2025 | 721,375 | — | 4,452,015 | 849,961 | 9,827,955 | 15,851,306 | | | 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 | | Michael J. Lisman, Co-Chief Operating Officer | 2025 | 768,140 | — | 5,347,848 | 905,062 | 26,856,822 | 33,877,872 | | | 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 | | Joel B. Reiss, Co-Chief Operating Officer | 2025 | 768,140 | — | 8,442,541 | 905,062 | 29,380,469 | 39,496,212 | | | 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 | | Patrick J. Murphy, Co-Chief Operating Officer | 2025 | 551,400 | — | — | 472,354 | 12,819,880 | 13,843,634 |

  74. Fiscal 2025 Summary Compensation Table

    (1)Amounts reported for FY 2025 represent base salaries paid for service during FY 2025, and include any base salary deferred into TransDigm’s qualified 401(k) plan by the NEOs for FY 2025. For more information about FY 2025 base salaries for the NEOs, see “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 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 2025. The calculated amount is disclosed in the Non-Equity Incentive Plan Compensation column. For more information about the operation of the FY 2025 annual cash incentive program, see “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Annual Cash Incentives” above. (3)Amounts reported for FY 2025 represent the grant date fair values of performance-based stock options awarded during FY 2025 under TransDigm’s applicable stock option plan. See Note 16 of the Notes to the Consolidated Financial Statements included in TransDigm’s 2025 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 2025 stock option grants, see “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Equity Based Incentives” above. All of Mr. Stein’s options reported in 2025 (as well as all of the 2024 options and a portion of the 2023 options) were forfeited upon his retirement on October 1, 2025. See notes to “Outstanding Equity Awards at 2025 Fiscal Year-End”. (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 2025. The total amounts reported for FY 2025 represent calculated payouts under the performance-based annual incentive plan for predetermined performance measures and goals for FY 2025, as described above. For more information about the awards reported in this column for FY 2025, see “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Equity Based Incentives” and “Compensation Discussion and Analysis – 2025 NEO Compensation – Retention Bonus Plan” above. (5)Amounts reported for FY 2025 include: (1) the annual TransDigm contribution and matching contribution under the 401(k) plan for NEOs as follows: Mr. Stein, $20,800; Ms. Wynne, $20,800; Mr. Lisman, $20,932; Mr. Reiss, $20,619; and Mr. Murphy, $20,800; 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, $0; Ms. Wynne, $9,807,155; Mr. Lisman, $26,835,890; Mr. Reiss, $29,359,850; and Mr. Murphy, $12,799,080. For more information about the operation of the DEPs program in FY 2025, see “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Equity Based Incentives – Dividends and Dividend Equivalents” above.

  75. Fiscal 2025 Summary Compensation Table

    | TransDigm Group Incorporated | 2026 Proxy Statement 53 |

  76. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table sets forth information concerning options granted and short-term cash incentive award targets set in FY 2025 for the NEOs (in dollars, except for estimated future payouts under equity plans).

  77. Fiscal 2025 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 | 10/31/2024 | 1,636,110 | 2,337,300 | 3,038,490 | — | — | — | — | — | | | Performance-based Option (3) | 10/31/2024 | — | — | — | 9,725 | 38,900 | 38,900 | 1,302.30 | 21,119,926 | | Sarah L. Wynne | Annual Incentive | 10/31/2024 | 537,950 | 768,500 | 999,050 | — | — | — | — | — | | | Performance-based Option (4) | 10/31/2024 | — | — | — | 2,050 | 8,200 | 8,200 | 1,302.30 | 4,452,015 | | Michael J. Lisman | Annual Incentive | 10/31/2024 | 572,824 | 818,320 | 1,063,816 | — | — | — | — | — | | | Performance-based Option (4) | 10/31/2024 | — | — | — | 2,463 | 9,850 | 9,850 | 1,302.30 | 5,347,848 | | Joel B. Reiss | Annual Incentive | 10/31/2024 | 572,824 | 818,320 | 1,063,816 | — | — | — | — | — | | | Performance-based Option (5) | 10/31/2024 | — | — | — | 3,888 | 15,550 | 15,550 | 1,302.30 | 8,442,541 | | Patrick J. Murphy | Annual Incentive | 10/31/2024 | 296,839 | 427,083 | 551,273 | — | — | — | — | — |

  78. Fiscal 2025 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 – 2025 NEO Compensation – 2025 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, 2025 are set forth in the footnotes below. The AOP calculation is explained in more detail above in “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 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 2029 as follows: 25% if AOP is at least $628.31 per diluted share in 2029 and 100% if AOP is at least $886.65 per diluted share in 2029. All of these options were forfeited upon Mr. Stein’s retirement on October 1, 2025. (4)Options vest equally in 2028 - 2029 as follows: 12.5% if the AOP is at least $571.19 and 50% if the AOP is at least $754.60 per diluted share in 2028 and 12.5% if the AOP is at least $628.31 and 50% if the AOP is at least $886.65 per diluted share in 2029. (5)Options vest equally in 2025 - 2029 as follows: 5% if the AOP is at least $429.15 and 20% if the AOP is at least $465.16 per diluted share in 2025 (the AOP was $530.12 in 2025 so 20% of the options vested), 5% if the AOP is at least $472.06 and 20% if the AOP is at least $546.56 per diluted share in 2026, 5% if the AOP is at least $519.27 and 20% if the AOP is at least $642.21 per diluted share in 2027, 5% if the AOP is at least $571.19 and 20% if the AOP is at least $754.60 per diluted share in 2028 and 5% if the AOP is at least $628.31 and 20% if the AOP is at least $886.65 per diluted share in 2029. Grants made in FY 2025 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 – 2025 NEO Compensation.”

  79. Fiscal 2025 Grants of Plan-Based Awards

    | 54 2026 Proxy Statement | TransDigm Group Incorporated |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning unexercised options as of September 30, 2025 with respect to the NEOs.

  81. Outstanding Equity Awards at 2025 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)(12) ($) | Option Expiration Date | | Kevin M. Stein | 53,500 | — | 105.88 | 4/25/2028 | | | 50,000 | — | 341.28 | 11/15/2029 | | | 68,000 | — | 342.31 | 11/11/2030 | | | — | 49,350(1) | 424.50 | 11/12/2031 | | | — | 83,100(2) | 382.80 | 11/9/2032 | | | — | 41,800(3) | 669.73 | 11/2/2033 | | | — | 38,900(4) | 1,212.30 | 10/31/2034 | | Sarah L. Wynne | 5,000 | — | 559.78 | 11/15/2029 | | | 18,000 | — | 560.81 | 11/11/2030 | | | 10,920 | 2,730(5) | 643.00 | 11/12/2031 | | | — | 6,500(6) | 582.80 | 11/9/2032 | | | 19,160 | 28,740(7) | 869.73 | 11/2/2033 | | | — | 8,200(8) | 1,302.30 | 10/31/2034 | | Michael J. Lisman | 92,000 | — | 347.17 | 11/5/2028 | | | 57,700 | — | 560.81 | 11/11/2030 | | | — | 38,450(6) | 582.80 | 11/9/2032 | | | — | 18,000(9) | 869.73 | 11/2/2033 | | | 9,200 | 13,800(7) | 1,059.92 | 1/24/2034 | | | — | 9,850(8) | 1,302.30 | 10/31/2034 | | Joel B. Reiss | 50,000 | — | 284.97 | 11/8/2027 | | | 43,000 | — | 476.81 | 4/25/2029 | | | 32,100 | — | 559.78 | 11/15/2029 | | | 14,300 | 14,300(10) | 643.00 | 11/12/2031 | | | — | 6,500(6) | 582.80 | 11/9/2032 | | | 12,720 | 19,080(7) | 869.73 | 11/2/2033 | | | 3,110 | 12,440(11) | 1,302.30 | 10/31/2034 | | Patrick J. Murphy | 2,900 | — | 269.42 | 11/10/2026 | | | 1,750 | — | 347.17 | 11/5/2028 | | | 32,800 | — | 559.78 | 11/15/2029 | | | 17,520 | 4,380(5) | 643.00 | 11/12/2031 | | | — | 6,500(6) | 582.80 | 11/9/2032 | | | 18,060 | 27,090(7) | 869.73 | 11/2/2033 |

  82. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Options generally vest as follows: 25% if AOP is at least $0 and 100% if AOP is at least $53.72 in 2026. AOP targets are adjusted for anti-dilutive reasons, including special dividends and share repurchases, and the adjusted AOP targets as of September 30, 2025 are set forth in the footnotes herein. The AOP calculation is explained in detail above in “Compensation Discussion and Analysis – 2025 NEO Compensation – 2025 Equity Based Incentives.” (2)Options generally vest as follows: 25% if AOP is at least $132.76 and 100% if AOP is at least $236.74 in 2027. 16,620 of these options were forfeited upon Mr. Stein’s retirement on October 1, 2025. (3)All of these options were forfeited upon Mr. Stein’s retirement on October 1, 2025. (4)All of these options were forfeited upon Mr. Stein’s retirement on October 1, 2025. (5)Remaining unvested options generally vest as follows: 5% of the total award if the AOP is at least $0 and 20% of the total award if the AOP is at least $53.72 in 2026. (6)Options generally vest as follows: 12.5% of the total if the AOP is at least $120.69 and 50% of the total award if the AOP is at least $201.48 in 2026 and 12.5% if the AOP is at least $132.76 and 50% if the AOP is at least $236.74 in 2027. (7)Remaining unvested options generally vest as follows: 5% if the AOP is at least $307.28 and 20% if the AOP is at least $398.5 in 2026; 5% if the AOP is at least $338.01 and 20% if the AOP is at least $468.24 in 2027; and 5% if the AOP is at least $371.81 and 20% if the AOP is at least $550.18 in 2028. (8)Options generally vest as follows: 12.5% if the AOP is at least $571.19 and 50% if the AOP is at least $754.60 in 2028 and 12.5% if the AOP is at least $628.31 and 50% if the AOP is at least $886.65 in 2029. (9)Options generally vest as follows: 12.5% of the total award if the AOP is at least $338.01 and 50% of the total award if the AOP is at least $468.24 per diluted share in 2027; and 12.5% of the total award if the AOP is at least $371.81 and 50% of the total award if the AOP is at least $550.18 per diluted share in 2028. (10)Remaining unvested options generally vest as follows: 12.5% if AOP is at least $0 and 50% if AOP is at least $53.72 in 2026. (11)Remaining unvested options generally vest as follows: 5% of the total award if the AOP is at least $472.06 and 20% of the total award if the AOP is at least $546.56 in 2026; 5% of the total award if the AOP is at least $519.27 and 20% of the total award if the AOP is at least $642.21 in 2027; 5% of the total award if the AOP is at least $571.19 and 20% of the total award if the AOP is at least $754.60 in 2028; and 5% of the total award if the AOP is at least $628.31 and 20% of the total award if the AOP is at least $886.65 in 2029. (12)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), FY 2023 ($35.00) and FY 2025 ($165.00) in lieu of receiving DEPs in cash.

  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    | TransDigm Group Incorporated | 2026 Proxy Statement 55 |

  84. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 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 2025.

  85. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Kevin M. Stein | 100,000 | 110,680,614 | | Sarah L. Wynne | 5,000 | 4,457,965 | | Michael J. Lisman | 0 | 0 | | Joel B. Reiss | 36,300 | 40,545,216 | | Patrick J. Murphy | 2,650 | 3,266,663 |

  86. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    Potential Payments Upon Termination or Change in Control as of September 30, 2025 All of the NEOs have severance benefits governed by their employment agreements. Mr. Stein retired on September 30, 2025. Mr. Stein was not entitled to any severance benefit pursuant to the terms of his employment agreement. Pursuant to the terms of their respective employment agreements, if Mr. Lisman, Ms. Wynne, Mr. Reiss, or Mr. Murphy 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, 2025, none of Mr. Lisman, Ms. Wynne, Mr. Reiss or Mr. Murphy 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. Reiss, or Mr. Murphy 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 bonus 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. Mr. Lisman was also subject to the same provisions pursuant to his employment agreement as of September 30, 2025. Mr. Lisman’s current employment agreement provides that if he is terminated by reason of death or disability or without cause by TransDigm or voluntarily resigns for good reason (as defined in his employment agreement and described under “Employment Agreements” below), he will receive (a) 2.0 times his annual salary less an amount equal to any amount of base salary for the remainder of the year that has already been paid to Mr. Lisman via a grant of options, (b) 2.0 times the greater of (i) all bonuses paid or payable to him 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, less an amount equal to any amount of bonus for the remainder of the year that has already been paid to Mr. Lisman via a grant of options, 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 12-month period following his termination.

  87. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    | 56 2026 Proxy Statement | TransDigm Group Incorporated |

  88. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    In addition, certain option grants for Mr. Stein, Mr. Lisman, Mr. Reiss, Ms. Wynne, or Mr. Stein have post-service 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, 2025, he or she would have had options be permitted to vest in accordance with their terms as set forth in the table below.

  89. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    | Name | Number of Unvested Options (#) | Option Expiration Date | Number of Options Permitted to Continue to Vest upon Termination (9/30/25) (#) | | Kevin M. Stein (1) | 49,350 | 11/12/2031 | 29,610 | | | 83,100 | 11/9/2032 | 33,240 | | | 41,800 (2) | 11/2/2033 | 8,360 | | | 38,900 (2) | 10/31/2034 | — | | Sarah L. Wynne | 2,730 | 11/12/2031 | 1,638 | | | 6,500 | 11/9/2032 | 2,600 | | | 28,740 | 11/2/2033 | 5,748 | | | 8,200 | 10/31/2034 | — | | Michael J. Lisman | 38,450 | 11/9/2032 | 15,380 | | | 18,000 | 11/2/2033 | 3,600 | | | 13,800 | 1/24/2034 | 2,760 | | | 9,850 | 10/31/2034 | — | | Joel B. Reiss | 14,300 | 11/12/2031 | 8,580 | | | 6,500 | 11/9/2032 | 2,600 | | | 19,080 | 11/2/2033 | 3,816 | | | 12,440 | 10/31/2034 | — | | Patrick J. Murphy | 4,380 | 11/12/2031 | 2,628 | | | 6,500 | 11/9/2032 | 2,600 | | | 27,090 | 11/2/2033 | 5,418 |

  90. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    (1)Pursuant to his consulting agreement, on October 1, 2025, Mr. Stein forfeited the 38,900 options expiring in 2034 and 41,800 options expiring in 2023, as well as 16,620 of the options expiring in 2032. 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 to executive officers 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, 2025, Mr. Stein, Ms. Wynne, Mr. Lisman, Mr. Reiss, and Mr. Murphy would have had 132,450, 9,230, 38,450, 20,800, and 37,970 options, respectively, vest, with an unrealized value of $121,811,994, $6,621,735, $28,269,209, $14,431,716 and $19,879,694, respectively (assuming the change in control price was $1,318.02, the closing price of our stock on the NYSE on September 30, 2025, 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 Mr. Murphy would have had an additional 80,700, 36,940, 41,650, 31,520 and 0 options, respectively, vest with an intrinsic but unrealized value of $31,211,030, $13,012,759, $11,785,842, $8,748,930 and $0, respectively (assuming the change in control price was $1,318.02, the closing price of our stock on the NYSE on September 30, 2025). 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.

  91. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    | TransDigm Group Incorporated | 2026 Proxy Statement 57 |

  92. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    In sum, had a change in control or termination for the various reasons set forth below occurred on September 30, 2025, the NEOs would have been entitled to receive the following aggregate amounts:

  93. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    | 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 (3) | 121,811,994 | 153,023,024 | 31,211,030 | 8,173,742 | 8,173,742 | 8,173,742 | — | | Sarah L. Wynne | 6,621,735 | 19,505,589 | 13,012,759 | 2,016,776 | 2,016,776 | 2,016,776 | — | | Michael J. Lisman | 28,269,209 | 39,900,209 | 11,785,842 | 2,131,490 | 2,131,490 | 2,131,490 | — | | Joel B. Reiss | 14,431,716 | 23,180,646 | 8,748,930 | 2,150,833 | 2,150,833 | 2,150,833 | — | | Patrick J. Murphy | 19,879,694 | 19,879,694 | — | 1,531,399 | 1,531,399 | 1,531,399 | — |

  94. Potential Payments Upon Termination or Change in Control as of September 30, 2025

    (1)These amounts 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 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. (3)Mr. Stein retired effective September 30, 2025.

  95. CEO Pay Ratio

    CEO Pay Ratio The SEC requires us to disclose the annual total compensation of each of Mr. Stein (our CEO during FY 2025) 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 2025 Summary Compensation Table). In FY 2025, Mr. Stein’s annual total compensation was $25,188,430. Our median employee’s annual total compensation was $68,247. The ratio of Mr. Stein’s annual total compensation to our median employee’s annual total compensation was 369:1. In determining our median employee, we chose September 30, 2025, 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 2025 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 2025 Summary Compensation Table for purpose of determining the ratio of Mr. Stein’s annual total compensation to such employee’s total compensation.

  96. 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 2025, 2024, 2023, 2022 and 2021.

  97. 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 ($)(1)(2) | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(4) | Net Income ($ Millions) | EBITDA As Defined Dollars ($ Millions)(5) | | 2025 | 25,188,430 | 27,144,336 | 25,767,256 | 17,124,954 | 333.54 | 282.62 | 2,074 | 4,760 | | 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 |

  98. Pay Versus Performance

    (1)Kevin M. Stein served as our principal executive officer (“PEO”) for 2021, 2022, 2023, 2024 and 2025. 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, Sarah L. Wynne, Michael J. Lisman, Joel B. Reiss and Jessica L. Warren for 2024 and Sarah L. Wynne, Michael J. Lisman, Joel B. Reiss and Patrick J. Murphy for 2025.

  99. Pay Versus Performance

    | 60 2026 Proxy Statement | TransDigm Group Incorporated |

  100. Pay Versus Performance

    (2)Compensation Actually Paid to our PEO reflects the following adjustments from “Total Compensation” reported in the Fiscal 2025 Summary Compensation Table (in dollars):

  101. Pay Versus Performance

    | PEO | 2025 | | Summary Compensation Table (“SCT”) Total for PEO (Column (b)) | 25,188,430 | | Less: Stock Award values reported in SCT | — | | Less: Option Award values reported in SCT | (21,119,926) | | 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 | 500,791 | | 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 | 20,643,841 | | 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 | 1,931,200 | | 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)) | 27,144,336 |

  102. 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 2025 Summary Compensation Table (in dollars):

  103. Pay Versus Performance

    | NEO | 2025 | | Average SCT Total for Non-PEOs (Column (d)) | 25,767,256 | | Less: Stock Award values reported in SCT | — | | Less: Option Award values reported in SCT | (4,560,601) | | 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 | (6,065,603) | | 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 | 3,776,796 | | Plus: Vesting date fair value of equity awards granted and vested in the covered year | 385,236 | | 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 | (2,178,130) | | 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)) | 17,124,954 |

  104. Pay Versus Performance

    (4)Represents the cumulative total stockholder 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.

  105. Pay Versus Performance

    | TransDigm Group Incorporated | 2026 Proxy Statement 61 |

  106. 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 2025, 2024, 2023, 2022 and 2021, including (a) a comparison between our cumulative total stockholder return and the total stockholder 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.

  107. Pay Versus Performance

    | 62 2026 Proxy Statement | TransDigm Group Incorporated |

  108. 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 2025 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

  109. Pay Versus Performance

    | TransDigm Group Incorporated | 2026 Proxy Statement 63 |