David Barr
TransDigm GroupAbout David A. Barr
David A. Barr (age 61) is an independent director of TransDigm (TDG), serving since 2017 and currently chairs the Compensation Committee; he is a Managing Director at Bessemer Investors and formerly a Managing Director at Warburg Pincus (2001–2017) and a prior TDG director (2003–2011). The Board has determined he is independent under NYSE rules, and all directors meeting in FY2024 achieved at least 75% attendance; the Board met four times and held executive sessions after each regularly scheduled meeting. Barr’s background emphasizes private equity leadership, public company board experience, and executive compensation expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus LLC | Managing Director | 2001–2017 | Led private equity investments; brings acquisition and capital markets expertise to TDG board oversight |
| TransDigm Group | Director | 2003–2011 | Provided continuity through IPO, cycles; aligns with TDG’s private equity-like philosophy |
| Aramark | Director | Not disclosed | Helped guide transition from private to public ownership (prior board service) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bessemer Investors | Managing Director | Since 2017 | Family-owned private capital fund leadership |
| Builders FirstSource, Inc. | Director | Through Dec 2020 | Former public company directorship (last five years) |
| Good Shepherd Services | Board of Trustees | Not disclosed | Non-profit governance |
| Wesleyan University | Board of Trustees | Not disclosed | Academic governance |
Board Governance
- Committees: Compensation Committee (Chair); the Compensation Committee met 5 times in FY2024; Audit met 8; Nominating & Corporate Governance met 4; the Executive Committee held no formal meetings in FY2024.
- Independence: TDG states all Board members other than Messrs. Stein and Valladares are independent; Howley also determined independent and does not serve on NYSE-required committees.
- Attendance and engagement: The Board met 4 times; executive sessions followed each regular Board meeting; all directors met or exceeded 75% attendance across Board/committee meetings.
Fixed Compensation
| Component | FY2024 Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid semi-annually in arrears; directors can elect cash or stock |
| Committee chair fee (Compensation) | $20,000 | Paid semi-annually in arrears; Barr as Compensation Chair eligible |
| Equity retainer (options) | ~$250,000 fair value | Annual grant; subject to same rigorous vesting criteria as NEOs |
| LID additional retainer | $40,000 | Applies to LID, not Barr |
Fiscal 2024 director compensation – David A. Barr:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 12,158 |
| Stock Awards | 82,842 |
| Option Awards (grant-date fair value) | 253,619 |
| All Other Compensation (DEPs on pre-2022 dividends) | 19,500 |
| Total | 368,119 |
Notes:
- Barr elected to receive semi-annual board retainer fees in shares; values based on closing prices on March 15, 2024 ($1,172.20) and September 13, 2024 ($1,367.76).
- For special dividends commencing in 2022, directors (including Mr. Stein) receive strike price reductions on options in connection with capital adjustments; DEPs tied to pre-2022 dividends ceased after FY2024.
Performance Compensation
| Element | Structure | Vesting Performance Metrics |
|---|---|---|
| Annual director option grant | Options only (no full-value awards under plans); grant price at market close on grant date | Subject to same performance-based vesting as NEOs (AOP metric) |
| AOP vesting thresholds | Minimum: 10% cumulative AOP growth for partial vesting; Maximum: 17.5% compound annual AOP growth for full vesting | AOP = ((Pro Forma EBITDA As Defined × Acquisition-Weighted Market Multiple) − Net Debt) ÷ diluted shares; adjusted for special dividends/repurchases |
Additional program features:
- No discretionary amendments to performance targets; limited carry-forward/back of excess AOP achievement up to $100 per year for options granted after 2020.
- Options granted under shareholder-approved plans; grant timing avoids material nonpublic information windows and follows routine, scheduled Compensation Committee meetings.
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | None disclosed for Barr (last five years prior: BFS through Dec 2020) |
| Private/Non-profit boards | Bessemer Investors MD; Good Shepherd Services Trustee; Wesleyan University Trustee |
| Related-party transactions | Board concluded no director/executive had a direct or indirect material interest in any relationships during FY2024 and through the proxy date |
| Overboarding policy | Non-NEO directors may serve on up to 3 public company boards inclusive of TDG; Barr’s current disclosed roles are within policy |
Expertise & Qualifications
- Private equity leadership: Long-tenured MD roles at Bessemer Investors and Warburg Pincus; deep experience in acquisitions, capital markets, and performance-linked compensation design.
- Public company experience: Prior service on Aramark’s board and BFS; extensive executive compensation evaluation across public/private companies.
- TDG-relevant philosophy: Aligns with TDG’s “private equity-like” operating approach and long-term value creation.
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Shares (incl. options) | % of Class |
|---|---|---|---|---|
| David A. Barr | 32,067 (incl. 31,281 in trust) | 8,655 | 40,722 | <1% |
Additional alignment policies:
- Director ownership requirement: Non-employee directors must maintain equity of at least $250,000; all are in compliance; median director stock value is 29× requirement (as of 9/30/24).
- Prohibitions: Hedging, pledging, short sales, and transactions in derivatives are prohibited for directors, officers, and employees.
- None of the shares held by directors/NEOs are pledged.
Governance Assessment
- Strengths: Barr’s Compensation Committee leadership is central to TDG’s move to reduce discretion (no discretionary equity awards or upward cash incentive discretion in FY2024), tighten retirement vesting via modified “Rule of 70,” adopt double-trigger CIC for FY2024 NEO awards, and enhance disclosure—addressing shareholder concerns and improving alignment.
- Board independence and engagement: Barr is independent; committee independence confirmed per NYSE/SEC; all directors met ≥75% attendance; Board holds executive sessions routinely.
- Pay-for-performance oversight: Director options vest on rigorous AOP targets (10% threshold; 17.5% CAGR full vesting), reinforcing long-term value creation; directors no longer receive DEPs on post-2022 special dividends, reducing pay optics risk.
- Shareholder sentiment: Say-on-Pay support improved to 68.8% in 2024 amid extensive outreach (49 meetings, ~66% of shares engaged), but remains below typical S&P 500 averages—an ongoing watchpoint for the Compensation Committee chaired by Barr.
- Conflicts/related-party exposure: No material related-party transactions involving directors or executives; overboarding policy implemented; no pledging—overall low conflict risk.
Red flags to monitor:
- Say-on-Pay sensitivity: Continued scrutiny from investors given TDG’s unique option-centric design; however, FY2024 actions reduced discretion and increased transparency.
- Special dividends optics: While directors use strike price adjustments (not DEPs) for recent special dividends, the magnitude/timing of extraordinary dividends can attract governance attention—ongoing disclosure remains key.