Armani Vadiee
TransDigm GroupAbout Armani Vadiee
Armani Vadiee is General Counsel, Chief Compliance Officer, and Secretary at TransDigm Group, appointed in July 2025 after previously serving as TransDigm’s Vice President of Global Public Sector and more than a decade as outside counsel to the company. He holds a JD (University of Maryland), MBA (UNM Anderson), and BBA (UNM), and has deep expertise in government contracting and compliance. TransDigm’s executive option plans tie pay to an Annual Operational Performance per diluted share metric derived from EBITDA and Net Debt, aligning incentives to operating performance rather than stock price alone .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransDigm Group Inc. | Vice President, Global Public Sector | 2021–2025 | Led public sector strategy; developed regulatory and contracting expertise relevant to defense and aerospace customers . |
| Smith Pachter McWhorter PLC | Partner | 2011–2021 | Specialized in government contracts; served as outside counsel to TransDigm for 10+ years, building familiarity with TDG’s operations and regulatory environment . |
| U.S. Government Accountability Office | Law Clerk | 2010 | Contributed to federal oversight processes; experience in administrative law supporting compliance rigor . |
| Sandia National Laboratories | Contracting Officer | 2002–2007 | Managed complex government procurements; foundational domain knowledge in defense-related contracting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The George Washington University Law School | Adjunct Professor | 2019–present | Academic engagement in law; signals thought leadership in compliance and government contracts . |
Fixed Compensation
| Component | Amount/Terms | Effective Date |
|---|---|---|
| Base Salary | $700,000 per annum | July 7, 2025 |
| Target Bonus | 65% of base salary; eligible per Company executive bonus policy; pro-rated in FY2025; may be increased, not decreased | FY2025 onward |
Performance Compensation
Short-Term Incentive (Annual Cash Bonus)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company executive bonus plan metrics (not disclosed) | Not disclosed | Target bonus = 65% of base | Not disclosed | Determined per policy | Cash (annual) |
Long-Term Incentive (Stock Options) – Executive Officer Plan Design
TransDigm’s form option agreement for executive officers uses Annual Operational Performance (AOP) per diluted share, based on EBITDA and Net Debt, with annual vesting gates and interpolation between a 10% growth “minimum vesting” and 17.5% growth “maximum vesting.”
| Fiscal Year | Min Vesting (% of shares) | AOP Threshold ($ per diluted share) | Max Vesting (% of shares) | AOP Threshold ($ per diluted share) |
|---|---|---|---|---|
| 2026 | 5% | $583.13 | 20% | $622.89 |
| 2027 | 5% | $641.45 | 20% | $731.90 |
| 2028 | 5% | $705.59 | 20% | $859.98 |
| 2029 | 5% | $776.15 | 20% | $1,010.48 |
| 2030 | 5% | $853.76 | 20% | $1,187.31 |
- AOP definition and mechanics: AOP = [(EBITDA × Fixed Market Multiple) – Net Debt] / Diluted Shares; Fixed Market Multiple = 12.15, adjustable for acquisition mix; excess AOP “carryforward” and “shortfall make-up” limited to $100 per year; verification occurs after audited results, with vesting effective as of fiscal year-end .
- Change-in-control: Options fully vest unless a “Replacement Award” is provided; Replacement Award must be equal value, performance-based, in public equity of successor, become fully vested on termination without Cause or for Good Reason within two years post-CIC, and have terms no less favorable to participant .
Equity Ownership & Alignment
- Stock retention guidelines: Executive must maintain an aggregate equity “Retention Limit” value specified in grant documents; cannot sell vested options until the Retention Limit is met, and failure to maintain the limit can result in forfeiture of unvested options .
- Clawback: Compensation subject to the Company’s clawback policy implementing Exchange Act Rule 10D-1 and applicable listing standards .
(TransDigm’s FY2025 proxy did not include individual ownership disclosures for Mr. Vadiee due to his appointment in July 2025; ownership details should appear in subsequent proxies. No pledging or hedging disclosures specific to Mr. Vadiee are present in available filings.)
Employment Terms
| Term | Detail |
|---|---|
| Title | General Counsel, Chief Compliance Officer, and Secretary |
| Appointment/Effective Date | July 7, 2025 |
| Contract Term | Through September 30, 2030 (unless earlier terminated) |
| Base Salary | $700,000 |
| Target Bonus | 65% of base salary; eligible per executive bonus plan; pro-rated FY2025 |
| Severance (Without Cause/Good Reason/Disability/Death) | 1.25× base salary + 1.25× greater of prior-year bonus (excluding extraordinary) or target bonus + 18× monthly COBRA cost differential; paid in installments over 12 months, subject to release and 409A rules |
| Non-Compete | During employment and thereafter for: (i) the severance Payment Period if severance is paid; or (ii) 24 months if voluntary resignation without Good Reason or termination for Cause; global scope with de minimis business carve-out |
| Non-Solicit | Two years post-termination (employees/consultants) |
| Arbitration | AAA arbitration in Cleveland, Ohio; injunctive relief available for covenants |
| Governing Law | Ohio |
| Indemnification & D&O Insurance | Indemnification to fullest extent under Delaware law; advancement subject to undertaking; customary D&O insurance maintained for officers |
| Clawback | Subject to Company compensation recovery policy under Rule 10D-1 |
Performance & Track Record
- Corporate filings and leadership transitions: As Secretary, Mr. Vadiee signed multiple 8-Ks during CEO transition and board changes (e.g., Lisman CEO appointment and A&R agreement, Murphy Co-COO appointment, Valladares resignation, consulting agreement for Stein), indicating direct involvement in disclosure and governance processes .
- Company-level option performance metric: Executive officer options use AOP per diluted share thresholds with defined growth targets and carryforward/make-up features, emphasizing EBITDA growth, disciplined leverage, and share count management .
Equity Ownership & Alignment (Policy Snapshot)
| Policy Element | Description |
|---|---|
| Retention Limit | Must hold aggregate equity value at or above Retention Limit; value determined by FMV of shares plus in-the-money value of vested options; three-year cure period if value falls below due to stock price decline; sale restrictions until compliant; forfeiture risk for noncompliance . |
| CIC Treatment | Full vesting absent Replacement Award; Replacement Award criteria detailed to preserve performance linkage and protection on qualifying terminations post-CIC . |
| Insider Trading | Option agreement reiterates insider trading and market abuse laws; trading window constraints may extend option exercise periods in certain cases . |
Investment Implications
- Pay-for-performance alignment: LTI driven by AOP per diluted share ties vesting to EBITDA growth and disciplined balance sheet, reducing pure multiple/TSR windfalls and aligning legal/compliance leadership incentives with operational value creation .
- Selling pressure/overhang: Retention guidelines restrict sales until equity thresholds are met, reducing near-term insider selling pressure; forfeiture risk reinforces alignment but could increase retention friction if equity values decline materially .
- Governance protections: Moderate cash severance (1.25× salary and bonus) plus global non-compete/non-solicit and robust clawback/indemnification indicate balanced retention and shareholder protections during leadership transitions .
- Execution risk: Transitioned into GC/CCO amid CEO change; repeated SEC-signature activity reflects active role in governance/compliance. Lack of disclosed personal ownership data (due to timing) is a minor information gap until the next proxy .