TRANSDIGM GROUP INC : Change in Directors or Principal Officers (form 8-K)
October 01, 2020 at 04:43 pm EDT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2020, the Compensation Committee of the Board of Directors (the
"Committee") of TransDigm Group Incorporated (the "Company") determined to allow
the portion of options granted in fiscal 2020 with a scheduled vesting date in
2020 to vest effective September 30, 2020, notwithstanding that performance
criteria for such options will not be met. This action impacts options granted
to approximately 85 individuals, including all of the independent directors and
the following executive officers: Robert Henderson, Vice Chairman; Jorge
Valladares, Chief Operating Officer; Halle Fine Terrion, General Counsel, Chief
Compliance Officer and Secretary; and Sarah Wynne, Chief Accounting Officer.
Options granted in fiscal 2016-2019 are expected to meet the performance
criteria for vesting in fiscal 2020.
The Committee took this extreme action in light of the severe and unprecedented
disruption to the aerospace industry in the second half of fiscal 2020 due to
the COVID-19 pandemic. The Committee noted that the Company had record revenue
and EBITDA for its first half of fiscal 2020 (prior to the pandemic),
appropriately strengthened the Company's balance sheet at the height of the
pandemic, and highlighted management's significant focus, agility and resilience
throughout the ensuing industry downturn. Management's strong performance has
resulted in maintaining an EBITDA margin in excess of 40% in very challenging
industry circumstances. In light of the pandemic, the Committee expects to
address future vesting targets under both its long-term and short-term incentive
programs within a few months. The Committee's actions are designed to retain and
motivate management through these economically uncertain and challenging times
and period of increased workload in order to promote long-term shareholder value
and reduce business risk.
TransDigm Group Inc. specializes in the design, manufacturing and marketing of aerospace systems and components. Net sales break down by family of products as follows:
- engine components and control systems (50.3%): mechanical and electromechanical actuators and control systems, pumps and engine control systems, power regulators, ignition systems, thermal management systems, fluid management systems, batteries and power supply systems, motion sensors, data recording, analysis and processing systems, etc. The group also offers winches, lifting systems and cargo handling systems;
- cabin systems and equipment (47%): cockpit safety components and systems, locking systems and devices, connectors, audio control systems, specialized sanitary equipment, seat belts and safety devices, interior fittings (seats, display systems, on-board entertainment systems, etc.) lighting systems, parachutes, freight delivery systems, etc. ;
- other (2.7%): non-aeronautical systems and equipment.
At the end of September 2023, the group operated approximately 100 production sites worldwide.
The United States accounts for 64.8% of net sales.
TRANSDIGM GROUP INC. 
