Independent
Tenure on this board
8.7 yrs
10 nominees · 3 ballot items.
Elect ten directors; Ratify Ernst & Young LLP as independent auditors for fiscal 2026; Advisory (Say-on-Pay) vote to approve the compensation of Named Executive Officers.
Elect ten nominees to serve one-year terms on the Board of Directors.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as TransDigm’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) proposal to approve the compensation of TransDigm’s Named Executive Officers as disclosed in the proxy statement.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 9.8% | 5,494,695 | $6.4B |
| 2 | Capital World Investors | 8.3% | 4,666,491 | $5.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 3,669,729 | $4.3B |
| 4 | Capital Research Global Investors | 5.6% | 3,143,509 | $3.6B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 2,573,087 | $3.0B |
| 6 | STATE STREET CORP | 4.5% | 2,516,606 | $2.9B |
| 7 | BlackRock, Inc. | 3.4% | 1,928,049 | $2.2B |
| 8 | PRINCIPAL FINANCIAL GROUP INC | 3.4% | 1,902,878 | $2.2B |
| 9 | BlackRock, Inc. | 2.1% | 1,167,585 | $1.4B |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,096,344 | $1.3B |
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