Transdigm Group Inc

1. 1

   Election of Ten Director Nominees to our Board of Directors

   ManagementBoard: FOR

   Elect ten nominees to serve one-year terms on the Board of Directors.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as TransDigm’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) proposal to approve the compensation of TransDigm’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the compensation of TransDigm’s Named Executive Officers as disclosed in the proxy materials. Management is seeking shareholder approval to validate its pay-for-performance program, which is heavily weighted toward long-term, performance-based stock options tied to a rigorous AOP metric and other financial targets. The proposal is framed in the context of recent program enhancements and intensified shareholder engagement—management highlights that 94.4% of votes cast supported its prior year Say-on-Pay and emphasizes changes such as limiting discretionary awards, strengthening retirement vesting language, adopting double-trigger CIC provisions, and increasing ownership guidelines. The compensation program’s design (performance-based options, rigorous vesting thresholds, dividend-equivalent arrangements, and annual/extension grant mechanics) is presented as intended to align executive incentives with long-term stockholder value creation and private-equity-like returns. The Board and Compensation Committee recommend FOR the proposal, arguing that these features deliver strong alignment with stockholders and reward long-term operational and capital-allocation performance. Because the vote is advisory, management notes it will consider the outcome when making future compensation decisions, but the Board treats an affirmative result as endorsement of the program and its recent changes. For sophisticated analysis, key considerations include the heavy option weighting (and related dilution and potential wealth transfer concerns), the AOP metric’s sensitivity to market multiples and leverage decisions, the company’s use of special dividends and DEPs, and the role of the Compensation Committee’s non-discretion policy; investors should weigh demonstrated historical financial performance and strong recent shareholder support against governance concerns that proxy advisors or some investors may still raise regarding large special dividends and dividend equivalents.

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When is the Transdigm Group Inc 2026 annual meeting?

Transdigm Group Inc (TDG) holds its 2026 annual shareholder meeting on Thursday, March 5, 2026.

What is the record date for the Transdigm Group Inc 2026 meeting?

The record date for the Transdigm Group Inc 2026 meeting is Friday, January 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Transdigm Group Inc's 2026 meeting?

The board is presenting 10 director nominees at the Transdigm Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Transdigm Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Transdigm Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.