UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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TRANSDIGM GROUP INCORPORATED

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the annual meeting of stockholders of TransDigm Group Incorporated, a Delaware corporation, (the “Company”), will be held at 1301 East Ninth Street, Suite 3000, Cleveland, Ohio 44114, on Thursday, March 18, 2021,Tuesday, July 12, 2022, at 9:00 a.m., Eastern time, for the following purposes:

Only stockholders of record at the close of business on January 27, 2021May 18, 2022 will be entitled to notice of and to vote at the meeting or any adjournment of the meeting. Depending on concerns relating to COVID-19, we might hold a Virtual Annual Meeting instead of holding the meeting in person in Cleveland. The Company would publicly announce a determination to hold a Virtual Annual Meeting in a press release available at www.transdigm.com as soon as practicable before the meeting. In that event, the 2021 Annual Meeting of Stockholders would be conducted solely virtually, on the above date and time, via live audio webcast. You or your proxyholder could participate and vote using your 16-digit Control number by visiting www.virtualshareholdermeeting.com/TDG2021, but only if the meeting is not held in person in Cleveland.

Your vote is important. Whether or not you plan to attend the annual meeting, please vote on the Internet, by phone or by completing and returning the enclosed proxy card.

By order of the Board of Directors,

Halle Fine Terrion Martin

SSecretaryecretary

February 5, 2021June 1, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MARCH 18, 2021.JULY 12, 2022.

The Proxy Statement and Proxy Card are available at

http://www.transdigm.com/investor-relations/annual-proxy

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held July 12, 2022

TABLE OF CONTENTS

Board Committees and MeetingsCORPORATE GOVERNANCE

This section describes the role and structure of TransDigm’s Board of Directors and our corporate governance framework.

Role of the Board Meetingsof Directors

TransDigm’s Board oversees the Chief Executive Officer and other senior management in the competent and ethical operation of TransDigm and ensures that the long-term interests of stockholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive approach to their positions to ensure that TransDigm is committed to business success and high standards of responsibility and ethics.

TransDigm’s key governance documents, including our Corporate Governance Guidelines, are available at www.transdigm.com/investor-relations/corporate-governance. The Board heldmet seven meetingstimes during 2021. In fiscal 2021, independent directors met in fiscal 2020.executive session after each regularly scheduled Board meeting. Each current directormember of the Board who served during 2021 attended or participated in 75% or more than 75% of the aggregate of the total number of meetings of the Board and committeeseach committee of the Board on which he or shesuch member served in fiscal 2020.during 2021, except that Mr. DriesDunn attended less than 75% of the meetings. Mr. Dunn missed one Board meeting and two committee meetings as a result of a medical emergency that occurred on the date of the committee meetings and after he had already traveled to Cleveland for the meetings; he was still in the hospital for the Board and committeesmeeting the following day. In addition, Mr. Dunn missed two telephonic meetings relating to TransDigm’s potential acquisition of Meggitt plc that were called on which he served due to health reasons, which resulted in his resignation in June 2020. short notice.

The Board does not hold a meeting on the date of the Company’sour annual stockholder meeting and the Company haswe have not established a policy regarding director attendance at the stockholder meeting. Two directors attended the 20202021 annual stockholder meeting. After each meeting

Composition of the Board non-managementand independent directors meet independently of the CEO and Chairman and independent directors meet independently. In fiscal 2020, non-management directors and independent directors met in executive session after each regularly scheduled Board meeting.

Boardits Committees

The Board believes that its current leadership structure, in which the roles of DirectorsChairman and CEO are separated, best serves the Board’s ability to carry out its roles and responsibilities on behalf of TransDigm’s stockholders, including its oversight of management. The Board also believes that the current structure allows our CEO to focus on managing TransDigm, while leveraging our Chairman’s experience with respect to capital allocation, acquisitions and the strategic vision and culture of TransDigm and to drive accountability at the Board level. The Board has an Executivedetermined that all Board members, other than Messrs. Stein and Howley, are independent under applicable rules of the New York Stock Exchange (“NYSE”).

TransDigm’s Board has a standing Audit Committee, aCompensation Committee, Nominating & Corporate Governance Committee an Audit Committee and a CompensationExecutive Committee. The Board has determined that all members of the Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee are independent under applicable NYSE and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Each committee operates under a written charter adopted by the Board, which is available at www.transdigm.com/investor-relations/corporate-governance/. The current composition of the Board and its committees areis as follows:

William Dries was also a member of the Audit Committee and the Nominating & Corporate Governance Committee until his resignation in June 2020. Details regarding the responsibilities and meetings of the Nominating & Corporate Governance, Audit and Compensation Committees are set forth below.

Compensation Committee

The Compensation Committee discharges the Board’s responsibilities relating to compensation of TransDigm executives; oversees TransDigm’s compensation and employee benefit plans and practices; and has sole discretion concerning administration of TransDigm’s stock option plans, including selection of individuals to receive awards, types of awards, the terms and conditions of the awards and the time at which awards will be granted, other than awards to directors, which are approved by the full Board. For a description of the Compensation Committee’s processes and procedures, including the roles of its independent compensation consultant and the CEO in support of the Compensation Committee’s decision-making process, see the section entitled “Compensation Discussion and Analysis” beginning on page 23. Each Committee member is independent under NYSE listing standards, and a “non-employee director” as defined in Section 16(b) of the Securities Exchange Act of 1934. In determining independence, the Board affirmatively determined that none of the Compensation Committee members has a relationship with TransDigm that is material to his ability to be independent from management in connection with his duties on the Committee. The Compensation Committee met six times during 2021.

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee’s duties and responsibilities include overseeing and assisting the Board in identifying and recommending nominees for election as directors; recommending to the Board qualifications for committee membership, structure and operation; recommending to the Board directors to serve on each committee; developing and recommending to the Board corporate governance policies and procedures; providing oversight with respect to corporate governance; leading the Board in its annual performance review; overseeing TransDigm’s succession planning; and overseeing TransDigm’s environmental, social and governance initiatives. Each Nominating & Corporate Governance Committee member is independent under NYSE listing standards. The Nominating & Corporate Governance Committee met four times during 2021.

In accordance with its charter and TransDigm’s Corporate Governance Guidelines, the Nominating & Corporate Governance Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

Executive Committee

The Executive Committee possesses the power of the Board of Directors during intervals between Board meetings. The Executive Committee held no formal meetings during fiscal 2020.

Copies of the charters for the Nominating & Corporate Governance Committee, Audit Committee and Compensation Committee are posted on the Company’s website, www.transdigm.com, under “Investor Relations—Corporate Governance” and are available to any stockholder in writing upon request to the Company.

Communication with Board of Directors

Any stockholder or other interested party who desires to communicate with any of the members of the Board of Directors may do so electronically by sending an email to ir@transdigm.com. Alternatively, an individual may communicate with the members of the Board by writing to the Company, c/o Investor Relations, TransDigm Group Incorporated, 1301 East Ninth Street, Suite 3000, Cleveland, Ohio 44114. Communications may be addressed to an individual director, a Board committee, the independent directors or the full Board of Directors. Communications received by Investor Relations will be distributed to the appropriate directors. Solicitations for the sale of merchandise, publications or services of any kind will not be forwarded to the directors.2021.

IntegrityCorporate Governance Policies and Practices

For more information regardingTransDigm’s governance framework is designed to foster principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance.

Board Oversight of Risk Management

The Board believes that evaluating the Companyexecutive team’s management of the risks confronting TransDigm is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by each of its committees that considers risks within its areas of responsibility and apprises the full Board of any significant risks and management’s response to those risks. The Board has retained primary oversight of certain areas of risk and management’s response, including corporate strategy. While the Board and its environmental, socialcommittees exercise oversight of risk management, management is responsible for implementing and governance initiatives,supervising day-to-day risk management processes and reporting to the Board and its committees.

Audit Committee’s Role in Oversight of Risk Management

The Audit Committee is charged with the primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee reviews and discusses with management its program to identify, assess, monitor, manage, and mitigate TransDigm’s significant business risks, including its focusfinancial, operational, data security, business continuity, tax, legal and regulatory compliance, and reputational risks.

Compensation Committee’s Role in Oversight of Risk Management

The Compensation Committee has primary responsibility to oversee risks related to our compensation programs. In establishing and reviewing our compensation programs, the Compensation Committee evaluated whether the design and operation of our compensation programs or policies encourage our executive officers or our employees to take unnecessary or excessive risks. The Compensation Committee concluded that TransDigm’s compensation programs and policies provide an effective and appropriate mix of incentives to help ensure performance is focused on ethics, please see our Stakeholder Report locatedlong-term stockholder value creation, and do not encourage short-term risk taking at www.transdigm.com/investor-relations/corporate-governance.the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on TransDigm.

CodesAnnual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation that is intended to determine whether the Board and its committees are functioning effectively. In addition, each of Ethicsthe Audit, Compensation and Nominating & Whistleblower PolicyCorporate Governance Committees conducts its own annual self-evaluation and reports the results to the Board. Discussion topics include, among others, Board and committee composition and leadership, meeting effectiveness, appropriateness of agenda topics and information, access to management and outside auditors, and succession planning.

Code of Ethics

We are committed to integrity and ethical behavior and have adopted a Code of Ethics for Senior Financial Officers, a Code of Business Conduct and Ethics and a Whistleblower Policy. Each of these documents is posted on the Company’sTransDigm’s website, www.transdigm.com, under “Investor Relations—Corporate Governance” and is available to any stockholder in writing upon request to the Company.TransDigm.

Code of Business Conduct and Ethics.We have a Code of Business Conduct and Ethics that reflects the Company’sTransDigm’s commitment to honesty, integrity and the ethical behavior of Companyour employees, officers and directors. The Code of Business Conduct and Ethics governs the actions, interactions and working relationships of Companyour employees, officers and directors with customers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media, and anyone else with whom the Company haswe have contact. The Code of Business Conduct and Ethics sets forth the expectation that employees, officers and directors will conduct business legally and addresses conflict of interest situations, international trade compliance, protection and use of CompanyTransDigm assets, corporate opportunities, fair dealing, confidentiality, human rights and reporting of illegal or unethical behavior. The Code of Business Conduct and Ethics expressly prohibits paying, offering, accepting or soliciting bribes in any form, directly or indirectly. Only the Board or the Nominating & Corporate Governance Committee may waive a provision of the Code of Business Conduct and Ethics with respect to an executive officer or director. Any such waiver will be promptly disclosed on the Company’sour website and as otherwise required by rule or regulation. There were no such waivers in 2020.2021.

Code of Ethics for Senior Financial Officers.We also have a Code of Ethics for Senior Financial Officers that applies to theincludes additional obligations for our senior financial officers (which includes our president and chief executive officer, chief operating officer, chief financial officer, chief accounting officer, division presidents, controllers,vice president of finance, treasurer, and director of internal audit, (collectively, “Senior Financial Officers”). This code requires Senior Financial Officers to: act with honestygeneral counsel, operating unit presidents and integrity; endeavor to provide information that is full, fair, accurate, timely and understandable in all reports and documents that the Company files with, or submits to, the SEC and other public filings or communications made by the Company; endeavor to comply with all laws, rules and regulationsoperating unit vice presidents of federal, state and local governments and all applicable private or public regulatory agencies; not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised; not use for personal advantage confidential information acquired in the course of their employment; proactively promote ethical behavior among peers and subordinates in the workplace; and promptly report any violation or suspected violation of the code to the Audit Committee. finance).

Only the Audit Committee or the Board may waive a provision of the code with respect to a Senior Financial Officer. Any such waiver, or any amendment to the code, will be promptly disclosed on the Company’sour website and as otherwise required by rule or regulation. There were no such waivers or amendments in 2020.2021.

Whistleblower Policy.We encourage employees to disclose alleged wrongdoing that may adversely impact the Company,TransDigm, its customers or stockholders, fellow employees or the public, without fear of retaliation. Our Code of Ethics and Whistleblower Policy set forth procedures for reporting alleged financial and non-financial wrongdoing on a confidential and anonymous basis, a process for investigating reported acts of alleged wrongdoing and a policy of non-retaliation. Reports may be made directly to a supervisor, human resources, operating unit management, executive management, the Chief Financial Officer or Chief Compliance Officer, Audit Committee or Convercent, a third-party service retained on behalf of the Audit Committee. The Audit Committee chair receives notices of complaints and oversees investigation of complaints of financial wrongdoing.

Communications with the Board

Any matter intended for the Board, or for any individual member of the Board, should be directed to Investor Relations, TransDigm Group Incorporated, 1301 East Ninth Street, Suite 3000, Cleveland, Ohio 44114 or at ir@transdigm.com, with a request to forward the communication to the intended recipient. In general, any stockholder communication delivered to TransDigm for forwarding to Board members will be forwarded in accordance with the stockholder’s instructions. However, TransDigm reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate materials or any solicitations of merchandise, publications or services of any kind. Information regarding the submission of complaints relating to our accounting, internal accounting controls, or auditing matters is available under our Whistleblower Policy at www.transdigm.com/investor-relations/corporate-governance.

DIRECTORS

This section describes the experience and qualifications of our Board members and how they are compensated.

Directors

TransDigm’s Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at major domestic and multinational companies. In these positions, they have gained significant and diverse management experience, including strategic and financial planning, mergers and acquisitions, capital allocation, public company financial reporting, compliance, risk management, and leadership development. They also have experience serving as executive officers, or on boards of directors and board committees, and have an understanding of corporate governance practices and trends. In addition, many of our directors have experience serving nonprofit and philanthropic institutions, and bring unique perspectives to the Board.

Each Board member was chosen to be a director nominee because the Nominating & Corporate Governance Committee and Board believe that he or she demonstrated leadership experience, specific industry or manufacturing experience and experience with capital market transactions. Every director holds or has held executive positions in organizations that have provided him or her with experience in management and leadership development. The Nominating & Corporate Governance Committee and the Board believe that these skills and qualifications, combined with each director’s diverse background and ability to work in a positive and collegial fashion, benefit TransDigm and its stockholders by creating a strong and effective Board.

The Nominating & Corporate Governance Committee recommends potential director candidates to the Board. The Nominating & Corporate Governance Committee identifies nominees by first determining whether current Board members are willing to continue in service. If any Board member does not wish to continue to serve or if the Nominating & Corporate Governance Committee or Board decides not to nominate a member for re-election, then the Nominating & Corporate Governance Committee initially identifies the desired skills and experience in light of the criteria outlined above. The Nominating & Corporate Governance Committee then establishes potential director candidates from recommendations from the Board, senior management, stockholders and third parties. The Nominating & Corporate Governance Committee may retain a search consultant to supplement potential Board candidates if it deems it advisable. In making its recommendations, consistent with the Nominating & Corporate Governance Committee’s charter, the Committee considers independence, character, ability to exercise sound judgment and demonstrated leadership, as well as diversity, age,

strategic and financial skills and experience, in the context of the needs of the Board as a whole. The Nominating & Corporate Governance Committee’s charter requires the selection of prospective Board members with personal and professional integrity who have demonstrated appropriate ability and judgment and whom the Committee believes will be effective, in conjunction with the other Board members, in collectively serving the long-term interests of TransDigm and its stockholders. There are no other stated criteria for director nominees. However, the Nominating & Corporate Governance Committee’s charter and our Corporate Governance Guidelines set forth the Board’s commitment to seek out qualified women and minorities to include in the pool from which Board nominees are chosen. In 2021, the Nominating & Corporate Governance Committee, with input from our independent directors, Chairman of the Board and CEO, identified Jane Cronin as a potential candidate and recommended her to the Board. Ms. Cronin was appointed to the Board in June 2021.

The Nominating & Corporate Governance Committee will consider stockholder suggestions concerning qualified candidates for election as directors. To recommend a prospective nominee for the Nominating & Corporate Governance Committee’s consideration, a stockholder must submit the candidate’s name and qualifications to TransDigm’s Secretary, Halle Martin, at the following address: TransDigm Group Incorporated, 1301 East Ninth Street, Suite 3000, Cleveland, Ohio 44114. The Nominating & Corporate Governance Committee has not established specific minimum qualifications a candidate must have in order to be recommended to the Board. However, in determining qualifications for new directors, the Nominating & Corporate Governance Committee will consider potential members’ independence, as well as diversity, age, skill and experience in the context of the Board’s needs as described above. Stockholders who wish to nominate directors directly for election at an annual meeting should do so in accordance with the procedures in our bylaws. In addition, the bylaws provide proxy access to eligible stockholders. The proxy access bylaw provides that a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years may submit director nominees for the greater of two directors or 20% of the Board seats provided that the stockholder and nominees satisfy the requirements specified in our bylaws. See “STOCKHOLDER PROPOSALS FOR 2023 MEETING” for more information about the procedures for direct nominations and proxy access.

Among our 11 nominees for election to the Board, two self-identify as women and one self-identifies as an individual from an underrepresented community.

Nominees for Election

The following biographies describe the skills, qualities, attributes, and experience of the nominees that led the Nominating & Corporate Governance Committee and the Board to determine that it is appropriate to nominate these directors for election to the Board. Mr. Laubenthal is not standing for re-election.

Director Compensation

Mr. Stein, the only director who is also a TransDigm employee, does not receive any director fees. Mr. Howley also does not receive any director fees, as he received an option grant in connection with the early termination of his employment agreement and transition to non-executive Chairman.

Compensation for non-employee directors for 2021 was as follows:

Historically, every two years, TransDigm made a grant of stock options to each outside director to cover equity compensation for a two-year period. No option grants were made in fiscal 2021. In 2020, the grant was valued at $400,000 on a Black Scholes basis and covered compensation for fiscal 2020 and 2021, granted on the same terms and conditions as those granted to TransDigm employees, including vesting over five years. The terms of the options are discussed in greater detail beginning on page 30. Commencing in fiscal 2022, outside directors other than Mr. Howley will instead receive a grant of stock options annually valued at $200,000 on a Black Scholes basis. This will help avoid investor confusion over the perceived magnitude of director compensation in certain years.

Dividend equivalents are paid on vested options due to the Company’s unique capital allocation strategy of paying infrequent and large extraordinary dividends. Dividend equivalents are discussed in greater detail on page 35. The Board has recently determined that for any future dividends, the Board (including Messrs. Stein and Howley) will receive the dividend equivalent by means of a reduction in the exercise price of the option, rather than in cash. This is contemplated by our existing stockholder-approved equity plans.

Non-employee directors must maintain equity in TransDigm (i.e., stock or vested in-the-money options) equal to at least $250,000 (with a grace period to reach such limit). All of the non-employee directors (other than Ms. Cronin, who is within her grace period) are in compliance with the ownership requirements.

The following table sets forth (in dollars) the compensation paid to TransDigm’s non-employee directors during fiscal 2021.

EXECUTIVE OFFICERS

This section describes the experience and qualifications of named executive officers, other than Mr. Howley and Mr. Stein.

		Michael Lisman, 39, was appointed Chief Financial Officer in July 2018. Prior to that, Mr. Lisman served as Vice President – Mergers and Acquisitions from January 2018 to June 2018, Business Unit Manager for the Air & Fuel Valves business unit at Aero Fluid Products, a wholly-owned subsidiary of TransDigm Inc., from January 2017 to January 2018 and Director of Mergers and Acquisitions of TransDigm from November 2015 to January 2017. Prior to that, Mr. Lisman worked for Warburg Pincus.

		Jorge L. Valladares III, 48, was appointed Chief Operating Officer in April 2019. Prior to that, Mr. Valladares served as Chief Operating Officer — Power & Control from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm Inc., from 2009 to 2013, and as President of AdelWiggins Group, a division of TransDigm Inc., from 2008 to 2009.

		Sarah Wynne, 48, was appointed Chief Accounting Officer in November 2018. Prior to that, Ms. Wynne served as Group Controller from April 2015 to October 2018, as Controller of the Aero Fluid Products division of AeroControlex Group, Inc., a wholly-owned subsidiary of TransDigm Inc., from 2009 to 2015, and previously in other accounting roles with TransDigm.

EXECUTIVE COMPENSATION

This section describes the executive compensation of our named executive officers and includes the required compensation tables.

Executive Compensation Discussion and Analysis

Introduction

The following discussion describes and analyzes TransDigm’s2021 compensation program for its executive officers. For fiscal 2020,of our named executive officers are:appropriately reflects and rewards their significant contributions to TransDigm’s strong performance in another year that presented unique and unprecedented challenges for our executive team to manage. This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our named executive officers:

Mr. Howley transitioned from Executive Chair to non-executive Chair in August 2021 as described elsewhere in this Compensation Philosophy — OverviewDiscussion and Key Take-AwaysAnalysis; Mr. Howley was no longer an employee after such date. Mr. Henderson retired as Vice Chairman in December 2021.

As2021 Business Highlights

Throughout fiscal 2021, TransDigm continued to see a rebound in our investors are well aware, TransDigm’s guiding missioncommercial aerospace end markets. While there is unique amongst public companies instill a considerable amount of progress that our company goal isneeds to providetake place before the liquidity of a public company with private equity-like returns. By extension, our executive compensation program is designed with this private equity philosophy in mindcommercial aerospace industry returns to normalcy and thus hasstability, we were encouraged by the primary goal of closely aligning the interests of executives and other key employees with those of stockholders.

The Compensation Committee applies this philosophy with a focus on designing a competitive total compensation package that enables the Company to attract and retain qualified executives and senior management based on their responsibilities and the Company’s performance. The Committee is mindful that muchprogression of the competitive talent pool iscommercial aerospace market recovery in the private markets where ownership principles are heavily ingrained in the leadership team and reflected in compensation programs. As a result, management’s salaries are below peer medians, but there is considerable upside potential if the Company delivers superior or private equity-like performance.

To ensure that management interests are completely aligned with those of stockholders, the key tenetsfiscal year. The widespread roll-out of the Company’s executive compensation program are:

✓COVID-19    Performance-based incentives vaccine, the loosening of travel restrictions and reopening of international borders increased demand for commercial travel across the globe. In fiscal 2021, our commercial end markets recovered from pandemic lows and continued to trend upward as the year progressed.

✓    Robust performance conditions

✓     Ownership policies that encourage long-term stock retention

✓     Dividend equivalent rights to “make-whole” executives who hold vested performance options

✓     Limited fixed cash compensation (i.e., salary and annual incentive)

Performance-based Incentives

Critical to maintainingEven with the link between management and stockholders is our executive compensation program. The performance-based incentives underscore the link between executive pay and Company performance. Our Executive Chairman and Vice Chairman receive all but $7,000 and $10,000 (for healthcare and related taxes), respectively, in performance options – effectively 100% of their compensation is performance-based. Multi-year performance periods with robust performance hurdles ensure execution of initiatives that create long-term value.

Historically both annual and long-term incentives have been tied to Company performance against Annual Operating Performance (“AOP”) growth each year, with minimum vesting for long-term incentives at 10% growth and maximum vesting at 17.5% growth. Historically short-term incentives incorporated both AOP and EBITDA (as defined in the Company’s credit agreement), weighting each factor 50%.

Becauseencouraging signs of the significant and unpredictable impactcommercial aerospace recovery, fiscal 2021 was a challenging year due to the ongoing impacts of the pandemic. Air travel remained depressed compared to COVID-19pre-COVID pandemiclevels of activity and continued to have an adverse impact on our financial results. However, the Company’s performance both in 2020 and anticipated in 2021, the Company has temporarily revised its approach to incentives. As discussed in more detail below, becauserecovery of the unprecedentedcommercial aerospace industry and our commercial aerospace end markets is expected to continue progressing during 2022 barring any significant disruption to the aviation industry by the COVID-19 pandemic, the Company’s rapid response thereto and the potential disproportionate and unjust impact the market disruption would have on half (but not all) of the Company’s option holders, the Committee decided to vest options that were granted in 2020 and scheduled to vest in 2020 notwithstanding that the AOP targets were not met. In addition, the Committee modified the performance criteria for options granted in 2020 and in 2021 for vesting in 2021 to still be based on performance but to be based in part on EBITDA margin and in part on EBITDA (in each case as defined in the Company’s credit agreement). Performance-based targets for 2022 and beyond will be established in November 2021, with an intention to revert back to AOP. The Company intends to continue its reliance on performance-based compensation as it is critical to the Company’s culture.

For 2021, since the Company was unable to use its existing incentive plan metrics based on guidance (which was not given for fiscal 2021) and AOP, the Committee decided to use the same targets as those in the option plan (i.e., EBITDA and EBITDA margin). However, for 2022 and beyond the Committee intends to use different metrics for the short-term incentive plan and does not intend to revert to AOP as a metric, so that overlapping metrics will be abolished.

Robust Performance Conditions for Options

Under our traditional program, performance incentives are subject to rigorous vesting hurdles: the minimum threshold for any option vesting requires a 10% cumulative growth in AOP. For maximum vesting, the cumulative growth rate required is 17.5% for each performance period. The Committee chose the AOP metric to focus management on EBITDA growth, management of capital structure, cash generation, and acquisition performance.

We believe use of this AOP option target maximally incents our leadership team to drive sustainable long-term value for all stockholders. As defined, AOP growth effectively assesses value creation by taking into account many aspects of the Company’s performance without focusing on a single measure. As such, it is unique — eliminating the need for several different metrics—and achieves an unusually high level of pay-for-performance alignment by emphasizing long-term stockholder value.

To date, the pandemic has caused the worst disruption ever experienced in the commercial aerospace industry. At the trough in April 2020, revenue passenger miles (RPM’s)kilometers (“RPKs”), a metric used to measure air traffic demand, were down 94% from pre-pandemic numbers as world-wide traffic halted, and remains depressed at down 70% in November (the last reported data point as of the print date of this proxy).halted. For comparison, previous disruptions driven by the Gulf War, 9/11 and Great Recession only produced RPMRPK declines of less than 5%. Air traffic has greatly improved from pandemic lows with worldwide RPKs steadily recovering – though traffic is still far lower than pre-pandemic levels. RPKs were down 58% for calendar year 2021 versus pre-pandemic and most recently down 41% in March 2022 (the last reported data point as illustrated in chart below.of the print date of this proxy). Commercial OEM delivery rates from Boeing and Airbus were also significantly impacted by the pandemic and were down approximately 44%continued to be lower in 2020.

The exact timing and pace of the recovery is indeterminable. Airlines have added back some flight capacity and there have been relatively steady increases in global passenger travel since the trough in April 2020, but it has been a slow recovery thus far. Continued high level of global COVID-19 cases and renewed lockdowns in certain countries have further contributed to the slow recovery. Recent vaccine approvals and the start of vaccination programs are encouraging and should drive recovery, but the timing of vaccine roll-out and global distribution on a broad scale and vaccine effectiveness against COVID variants is still not clear. Considering these variables, the shape and speed of the recovery remains uncertain. Various industry sources do not expect the commercial aerospace industry to return to2021 than pre-pandemic levels until 2023 atbut are expected to increase over the earliest.next several years.

ConclusionGuiding Principles

Although fiscal 2020 was a challenging year, management expertlyPerformance Expectations.We establish clear, quantitative, robust financial goals focused on TransDigm’s overall success and swiftly executed through difficultimpact.

Stockholder Alignment. We establish ownership policies that encourage long-term equity retention and, unprecedented circumstances taking immediate actionsdue to protectour unique capital allocation philosophy, have dividend equivalent rights to “make whole” employees from the spread of the virus while also dealing with the disruption impacting the broader commercial aerospace industry. Focusingwho hold vested performance options.

Focus on those things that were under its control, management believes actions taken during 2020 will ensure that the Company emerges from the ongoing weakness in its primary commercial end markets even strongerLong-Term Equity Incentives. We have limited fixed cash compensation (i.e., salary and will continue to build shareholder value. The Company’s ongoing progress in executing its strategy for buildingannual incentive) and sustaining shareholder value, coupled with a compensation program heavily leaning towards performance-based criteria, form an appropriate framework within whichemphasize long-term performance and retention by significantly weighting our named executive compensation decisions are made by the Committee.

Hence, the Committee and Board are recommending that stockholders approve the advisory vote on executive compensation.officers toward long-term equity awards.

Executive Compensation ProgramPolicies and Practices

The Committee has overall responsibility for establishing, implementing, and monitoring theWe are committed to sound executive compensation program for executive officers. Mr. Howley recommends to the Committee, for its approval, option awardspolicies and salary and bonus awards for Mr. Stein and, in conjunction with Chief Executive Officer Mr. Stein, recommends to the Committee, for its approval, option awards and compensation arrangements for Messrs. Lisman, Henderson and Valladares. Mr. Stein recommends to the Committee, for its approval, option awards and salary and bonus amounts for all other officers (other than Mr. Howley). The Committee determines Mr. Howley’s salary and bonus amounts (from which his option award is determined) without input. Generally, individual performance, company performance, market conditions and other factors are considered in determining compensation. The Committee generally does not consider the tax or accounting treatment of items of compensation in structuring its compensation packages, except that it makes an effort to ensure that any deferred compensation is compliant with Section 409A of the Internal Revenue Code.

Significant 2020 Compensation Committee Actions

Plan design changes for 2021 and beyond

During 2020, investors expressed concern over use of the same metric (AOP) used in both the Company’s stock option plan and used, in part,practices, as highlighted in the Company’s short-term incentive plan. The Committee discussed elimination of the overlapping metrics and had intended to do so by year-end. However, in light of the COVID-19 pandemic, the Committee was unable to use as a metric for 2021 either performance against EBITDA guidance (the other metric in the short-term incentive plan) due to lack of any issued guidance or AOP. Accordingly, in light of the highly unusual circumstances related to the COVID-19 pandemic, the Committee adopted alternate metrics for 2021 (discussed below), which do overlap. However, the Committee is committed to eliminating having an overlapping metric in 2022.

Also in response to investor concern, the Committee eliminated the alternate vesting aspect of the options on a going-forward basis commencing with grants made in fiscal 2021. Previously, if, beginning in the second fiscal year following the date of grant of an option, the price of the Company’s common stock on the NYSE exceeded two times the exercise price of the options less dividends paid since the date of grant, then, to the extent that the options did not otherwise vest in accordance with their terms, the options would vest 50% in the fourth fiscal year from the date of grant and 50% in the fifth fiscal year from the date of grant (or if such market price is achieved in the fifth year, 100% may vest in the fifth fiscal year). This feature was eliminated for all options commencing in fiscal 2021.

The Committee considered the comments from a few investors to eliminate the carry forwards and carry backs in the option vesting calculation, but determined that the carry forwards and carry backs are important to view performance over the entire five year vesting period and not as a snapshot in any given year. This, in turn, is important so that management has a long-term view of performance and reflects our strategy to maximize long-term shareholder growth and also serves to mitigate any compensation risk associated with evaluating performance solely in one-year increments.

2020 compensation decisions impacted by COVID-19 pandemic

2020 was a difficult year for the Company and for the aviation industry. Management had to keep employees safe in the context of the pandemic, make difficult decisions, rationalize scarce resources, work long hours, try to keep employee morale up in light of furloughs and layoffs and continue to implement the Company’s value drivers. Retention of management – at the corporate and at the local operating unit level – was critical during these difficult times. The Committee’s decisions impacted by the pandemic were made in light of this backdrop.

independent compensation consultant and management; however, the Compensation Committee makes final decisions regarding the compensation paid to our named executive officers based on its own judgment. The Compensation Committee may consider factors such as individual performance, company performance, market conditions, financial goals, retention and stockholder interests in determining compensation.

The Role of the Compensation Consultant.    The Compensation Committee selects and retains the services of an independent compensation consultant. The independent compensation consultant is independent in accordance with SEC and NYSE rules. During 2021, the Compensation Committee’s independent compensation consultant, Veritas Executive Compensation Consultants, provided no services to TransDigm other than services for the Compensation Committee and worked with TransDigm’s management only on matters for which the Compensation Committee is responsible.

The Role of the Chief Executive Officer.    At the Compensation Committee’s request, for 2021, Mr. Howley provided input regarding the performance and compensation of Mr. Stein and Mr. Stein provided input regarding the performance and compensation of the other named executive officers. The Compensation Committee considered Mr. Howley’s and Mr. Stein’s evaluation and direct knowledge of each named executive officer’s performance and contributions when making compensation decisions. Mr. Stein is not present during Compensation Committee voting and deliberations regarding his own compensation and, when he was formerly an employee, Mr. Howley was not present during Compensation Committee voting and deliberations regarding his own compensation.

The Role of Investors.    Stockholders are provided the opportunity to cast an annual advisory vote on the compensation of our named executive officers. Last year investors did not support the compensation of our named executive officers, with only 43% of votes cast on the say-on-pay proposal at the 2021 annual meeting voted in favor of our executive compensation program. Accordingly, in response to input from our investors, we have made a number of changes to our executive compensation program. We have ongoing discussions with many of our investors regarding various corporate governance topics, including environment, social and governance topics and executive compensation. The Compensation Committee considers these discussions while reviewing our executive compensation program.

The Role of Peer Companies.    With the assistance of Veritas Executive Compensation Consultants, the Compensation Committee identifies companies to serve as market reference points for compensation comparison purposes at least every other year. In May 2021, the Compensation Committee engaged Veritas Executive Compensation Consultants to do a survey of total standard compensation components for the certain executives, including the named executive officers, other than the chief accounting officer. In doing so we specifically asked that they exclude dividend equivalent payments (“DEPs”) for two reasons—first, because DEPs are merely a mechanism for maintaining value already given and second, because including episodic DEPs in a compensation exercise is not going to be as insightful as the anomalies of DEPs will distort any peer analysis.

Veritas used a peer group based on revenue, market capitalization and enterprise value. We use a size based peer group because we manage our business based on EBITDA growth and enterprise value. The Compensation Committee previously rejected a peer group based solely on revenue as being not comparable with TransDigm because TransDigm’s market capitalization and enterprise value far exceeded those of the potential revenue-based peers. TransDigm used as its peer group the following companies:

The survey determined that the named executive officers as a whole were positioned at the low end of the peer group in terms of cash compensation, but in the high end of the peer group in terms of total standard compensation and opportunities, but that the chief operating officer received cash compensation above the median compared to peers.

The Compensation Committee considers peer group data provided by its independent compensation consultant to inform its decision-making process so it can set total compensation levels that it believes are commensurate with the relative size, scope, and success of TransDigm. The Compensation Committee generally targets to pay salary and annual incentive to most executives below the median of our peers.

2021 Named Executive Officer Compensation

Our executive compensation program is designed to motivate and reward performance in a straightforward and effective way, while recognizing TransDigm’s private equity philosophy, management style and targeted returns. The compensation of our named executive officers has three primary components: annual base salary, annual cash incentive and long-term equity awards in the form of performance-based options. In addition, our options have attendant to them dividend equivalent rights.

2021 Annual Base Salary.    Base salary is a customary, fixed element of cash compensation intended to attract and retain executives. When setting the annual base salaries of our named executive officers, the Compensation Committee considers market data provided by its independent compensation consultant, internal pay equity, and TransDigm’s financial results. The Compensation Committee determined that, effective January 1, 2021, the base salaries of Messrs. Stein, Lisman and Valladares and Ms. Wynne should be $1,225,000, $600,000, $680,000 and $450,000 per year, respectively. As discussed elsewhere in this proxy statement, pursuant to the terms of their respective employment agreements, Mr. Howley and Mr. Henderson did not receive a cash salary for 2021. The only cash compensation each was entitled to was in the amount of $7,000 and $10,000, respectively, and was for health insurance and related taxes. The remaining compensation of each was paid in performance-based stock options. More specifically, in accordance with his employment agreement, the Compensation Committee granted Mr. Henderson options to purchase 4,013 shares in lieu of 2021 salary (482 of which were forfeited upon his retirement in December 2021). Mr. Howley received options to purchase 11,484 shares in lieu of 2021 salary, calculated in accordance with his employment agreement.

2021 Annual Incentives.    Our annual cash incentive program is a variable, at-risk component of our named executive officers’ compensation that is aligned with TransDigm’s annual financial results. For 2021, our annual incentives were based on EBITDA and EBITDA margin⁽¹⁾. This was a change from prior years that was originally in response to investor concern over overlapping metrics in TransDigm’s annual incentive and stock option plans, although the inability to establish annual operating performance targets for stock options in 2021 did result in overlap of metrics under the two plans for 2021. That will not be the case in 2022 and beyond. The Compensation Committee has eliminated the overlapping metrics in the long-term incentive plan and commits that it will not use overlapping metrics going forward. The Compensation Committee retains the authority to increase or decrease the award by up to 20%, based on assessment of individual performance, including without limitation, degree of difficulty of the achievement of metrics and the individual’s job effectiveness; the effectiveness of TransDigm’s value drivers; a pattern of clear, open, honest and regular communication with the Board and investors, as applicable; effective succession planning and organizational development; support, maintenance and regular evaluation of the effectiveness of TransDigm’s long term value focused strategy; or other factors.

Annual cash incentive payouts are determined based on an equal weighting for the EBITDA and EBITDA margin performance measures, as approved by the Compensation Committee, and are linearly interpolated for achievement between threshold, target, and maximum goals. If the threshold performance level is reached, the total payout opportunity is 70% of the target payout, and if the maximum performance level is reached, the payout opportunity is 130% of the target payout. Unless the threshold goal is achieved for a performance measure, there is no payout for that performance measure.

When setting the goals focused on EBITDA and EBITDA margin for 2021, the Compensation Committee considered many factors, including the uncertainty caused by the COVID-19 pandemic and its impact on worldwide travel and the aerospace industry and the extent of management’s ability to predict and influence performance. The Compensation Committee considered the likelihood of a range of scenarios for EBITDA and EBITDA margin and factors that were projected to have an impact on 2021 EBITDA and EBITDA margin. Based on these considerations, in the first quarter of 2021 the Compensation Committee set annual threshold, target and maximum cash incentive plan goals at