TransDigm Group INC

2025 Annual Meeting of Shareholders

This summary highlights the proposals to be acted upon at the annual meeting of shareholders (“annual meeting”), as well as selected executive compensation and corporate governance information described in more detail in this proxy statement.

Annual Meeting Details

Only shareholders of record as of the close of business on the record date are entitled to vote at the annual meeting. Proxy materials are first being sent or made available to shareholders on January 24, 2025.

Ways to Vote

For more detailed information, see the section entitled “How Can I Vote My Shares?” on page 77.

Proxy Summary

Board Composition

The current composition of the Board and its committees is as follows:

Chair Member

Composition of our Board

Proxy Summary

2024 Business Highlights

(1)EBITDA, EBITDA As Defined, EBITDA As Defined margin, Adjusted Net Income, and Adjusted Earnings Per Share are all non-GAAP financial measures. See Appendix A for reconciliations of income from continuing operations to EBITDA, EBITDA As Defined, and Adjusted Net Income.

(2)Adjusted Earnings Per Share is calculated by taking TransDigm’s Adjusted Net Income and dividing it by the Total Outstanding Shares for Basic and Diluted Earnings Per Share. Total Outstanding Shares for Basic and Diluted Earnings Per Share are disclosed in Appendix A.

We delivered record results in FY 2024. TransDigm’s growth in net sales and improvements in operating performance are driven by our competitive strengths and through execution of our value-driven operating strategy. Management’s consistent application of this approach resulted in the following improvements over FY 2023 performance:

•21% increase in net sales to $7,940 million

•32% increase in net income from continuing operations to $1,715 million

•16% increase in earnings per share from continuing operations of $25.62

•23% increase in EBITDA As Defined of $4,173 million

•Increased EBITDA As Defined margin to 52.6%, compared to 51.6% in FY 2023

•Declaration of a $35.00 per share special dividend which equates to approximately $1.9 billion in returned capital to our shareholders

•73% increase in share price, including dividends, in FY 2024

•Strong operating cash flow generation of $2.0 billion and ending FY 2024 with a cash balance of $6.3 billion

•Successfully deploying over $2.3 billion in capital for acquisitions, including the CPI Electron Device Business, Raptor Scientific, and SEI Industries

•Refinanced approximately $16 billion of debt, representing over 60% of TransDigm’s 2024 gross debt, extended the maturity dates of our debt to optimize our capital structure mix of debt and equity, and raised approximately $5 billion of incremental new debt used primarily for FY 2024 acquisitions, an October 2024 (FY 2025) $75.00 per share special dividend payment, and other general corporate purposes

Proxy Summary

Commercial aerospace market trends remained favorable as the industry continued to recover and progress towards normalization throughout 2024. Global air traffic increased in FY 2024, and demand for air travel remained high. During FY 2024, global air traffic levels surpassed FY 2019 (pre-pandemic), and air traffic is expected to expand further in FY 2025. We were also encouraged in FY 2024 by the steadily increasing aircraft production & production build rates and continued strong airline demand for new aircraft.

During FY 2024, TransDigm’s management team stayed committed to our proven operating strategy and remained focused on our value drivers, including careful management of our cost structure. This disciplined focus allowed us to continue building value for TransDigm’s investors and all other stakeholders.

Executive Compensation Program Overview

Last year, shareholders representing 68.8% of our shares outstanding supported our executive compensation program. This was the highest level of shareholder support that we have received since 2017. We appreciate the support for our executive compensation program and the acknowledgment of the numerous changes we made in FY 2023 and over prior years. We believe our executive compensation program is strongly aligned with our shareholder’s interests.

This year, we believe our executive compensation program is even further aligned with the interests of our shareholders. As discussed more thoroughly later in the proxy, we did not exercise any pay out or vesting discretion in our executive compensation decisions. In addition, our executive compensation is well-aligned with our company’s performance. Our share price was up approximately 73% between September 30, 2023 and September 30, 2024, which includes the $35.00 per share special dividend. Total CEO compensation decreased approximately 10% over that same period from approximately $23.9M in FY 2023 to $21.4M in FY 2024.

(1)Includes $35.00 per share special dividend paid in November 2023

Proxy Summary

Our Executive Compensation Program is Heavily Weighted Towards Performance-Based Compensation

CEO Compensation

More than 93% of our CEO’s total compensation is at-risk, performance-based compensation. The compensation of our remaining NEOs is similarly linked to shareholder interests with more than 93% of their total compensation, on average, constituting at-risk, performance-based compensation. Nearly 74% of our CEO’s compensation is in the form of long-term, performance-based option awards. On average, nearly 64% of the compensation of the remaining NEOs is in the form of long-term, performance-based option awards.

NEO Compensation

Our NEOs Do Not Realize Compensation from Equity Awards Unless Options Both Vest and Our Share Price Appreciates

In order for our NEOs to derive compensation from their option awards, two conditions must be satisfied. First, the options must vest. TransDigm must achieve a 17.5% growth rate of our Annual Operating Performance per Diluted Share (“AOP”) metric for options to fully vest. This growth rate is on par with high-performing private equity firms. If our AOP achievement is less than 10%, our options do not vest. A more fulsome discussion of the AOP metric and option vesting is on page 50.

Second, the stock price must increase in order for our NEOs to realize any compensation from their options. If the stock price does not exceed the grant price of the options, they have no value. We believe this creates strong alignment between our NEOs and our shareholders.

Proxy Summary

Components of Our Executive Compensation Program

Below is an overview of the three primary components of our executive compensation program, including how the programs incentivize performance.

Proxy Summary

Recent Executive Compensation Changes

We have made significant changes to our executive compensation program over the past several years in response to feedback from our shareholders. We believe the result of these changes is an executive compensation program that is exceptionally aligned with our shareholders. Below is an overview of the various changes we have made in recent years.

Proxy Summary

Shareholder Feedback and Responsive Changes

In FY 2024, we requested meetings with 48 of our top 56 shareholders, representing over 71% of our outstanding common stock. Additionally, throughout FY 2024, there were two other shareholders, representing less than one-half percent of our outstanding common stock, that proactively reached out to us for an engagement meeting, which TransDigm accepted. We held 49 meetings with 34 of our shareholders to obtain their feedback on our executive compensation program and corporate governance. We have taken action in response to over 80% of the feedback we received from our shareholders.

For a detailed discussion of our shareholder outreach program, see the section entitled “Shareholder Engagement” beginning on page 19.

Proxy Summary

2024 ESG Highlights

In 2024, we also made strides towards our goal of reducing our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 50% by 2031. We committed to this reduction in March 2022 with FY 2019 as our base year that we will compare against and are making progress towards our emissions reduction goal. Our operating units continue to evaluate ways to reduce energy and water consumption and lower our GHG emissions through energy efficiency measures, the purchase of green power, and other actions.

Our ESG initiatives are a priority and we are dedicated to continuous improvement as we build on our efforts. Our approach continues to evolve as we look for opportunities to expand our ESG initiatives. We firmly believe that we can continue to be financially successful while operating more sustainably and responsibly.

2024 ESG highlights include:

•Adopted an overboarding policy for directors in 2024. The policy allows TransDigm Board directors that are our NEOs to serve on one board (exclusive of TransDigm), while non-NEO directors can serve on a total of three boards (inclusive of TransDigm). Overall shareholders were pleased with the policy and the conservative approach to the number of boards permitted for both NEO and non-NEO directors.

•Received the Corporate Beacon Award from the Rochester Institute of Technology (RIT) in recognition of TransDigm’s work to enhance diversity and inclusion both on and off the RIT campus;

•Continued to expand the Doug Peacock Scholarship Program that provides educational opportunities to underrepresented students pursuing careers in engineering or business;

•Committed over $1 million in support of programs at Cleveland State University to advance education and innovation including the establishment of the TransDigm Group Manufacturing Training Laboratory;

•Achieved progress towards our GHG reduction goal - total Scope 1 and Scope 2 emissions are currently below our baseline year of FY 2019; and

•TransDigm operating units worked to evaluate and/or implement actions to lower GHG emissions including:

◦Renewable energy sources, including solar power, hydropower and wind power;

◦LED lights or motion sensing lights;

◦Higher efficiency HVAC units; and

◦Other energy efficient building upgrades such as tinted windows, skylights, stucco coatings, improved insulation, and programmable thermostats.