TransDigm Group (TDG) Proxy Filing summary

Executive summary

• Achieved record FY 2024 results: net sales up 21% to $7.94B, EBITDA As Defined up 23% to $4.17B, and net income up 32% to $1.72B compared to FY 2023.

• Returned $1.9B to shareholders via a $35/share special dividend and saw a 73% increase in share price, including dividends.

• Deployed $2.3B for acquisitions, making FY 2024 the second most acquisitive year.

• Refinanced $16B of debt, extended maturities, and raised $5B in new debt for acquisitions and a future special dividend.

• Enhanced corporate governance and compensation practices in response to shareholder feedback.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of Ernst & Young LLP as auditor for FY 2025, and (3) advisory approval of executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by specified deadlines and may include proxy access for director nominations.

Board of directors and corporate governance

• Board consists of 10 members, 80% independent, with 40% female or racially diverse.

• Separation of Chairman and CEO roles; Lead Independent Director (LID) role added in 2024.

• Committees: Audit, Compensation, Nominating and Corporate Governance, and Executive; all committee members are independent.

• Overboarding policy limits board memberships; annual director elections; robust stock ownership guidelines.

• Board and committees conduct annual self-evaluations and have a Code of Ethics and Whistleblower Policy.