TransDigm Group (TDG) Proxy Filing summary

Executive summary

• Achieved record FY 2025 results: net sales up 11% to $8.8B, EBITDA As Defined up 14% to $4.8B, and net income up 21% to $2.1B compared to FY 2024.

• Returned $9.6B to shareholders via two special dividends and repurchased $500M in shares.

• Deployed $0.9B for acquisitions, including Servotronics and Simmonds Precision Products.

• CEO transition: Michael Lisman succeeded Kevin Stein on October 1, 2025; Stein remains as advisor through 2027.

• Board refreshment included two new directors and ongoing focus on diversity and operational expertise.

Voting matters and shareholder proposals

• Shareholders to vote on: election of ten directors, ratification of Ernst & Young LLP as auditor for FY 2026, and advisory approval of executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

• Proxy access allows up to 20 shareholders with 3%+ ownership for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of 10 nominees, 8 of whom are independent; average age is 62.

• Chairman and CEO roles are separated; Lead Independent Director (LID) role established.

• Committees: Audit, Compensation, Nominating & Corporate Governance, and Executive.

• Annual board and committee self-evaluations; robust succession planning and director retirement policy at age 75.

• Enhanced board diversity and ongoing refreshment process.