Gary McCullough
TransDigm GroupAbout Gary E. McCullough
Independent director at TransDigm Group (TDG) since 2017; age 66. Former CEO of ARI Packaging (2014–2017) and Career Education Corporation (2007–2011), with senior executive roles at Abbott Laboratories, Wm. Wrigley Jr. Company, and Procter & Gamble; prior U.S. Army Infantry Officer (Second Lieutenant → Captain). Currently serves on the board of Commercial Metals Company; prior board service includes Sherwin-Williams (2002–2011; Audit Chair in 2011) and advisory leadership at Legacy Acquisition Corp (SPAC) through Nov-2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARI Packaging | Chief Executive Officer | 2014–2017 | Led packaging solutions provider |
| Career Education Corporation | President & CEO; Director | 2007–2011 | Career-focused learning; board service |
| Abbott Laboratories | Senior executive roles | Not disclosed | Healthcare products/services |
| Wm. Wrigley Jr. Company | Senior executive roles | Not disclosed | Consumer goods—confectionery |
| Procter & Gamble | Senior executive roles | Not disclosed | Consumer goods |
| U.S. Army | Infantry Officer (Second Lieutenant → Captain) | ~5 years | Leadership/discipline; military experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Commercial Metals Company (CMC) | Director | Oct-2021–present | Steel and metal products; NYSE-listed |
| Sherwin-Williams | Director | 2002–2011 | Audit committee member entire tenure; Audit Chair in 2011 |
| Legacy Acquisition Corp (SPAC) | Advisory Council Co-Chair | Through Nov-2020 | SPAC completed business combination in Nov-2020 |
Board Governance
- Committee assignments: Compensation Committee member; Chair of Nominating & Corporate Governance Committee .
- Independence: The Board determined all members, other than Messrs. Stein and Valladares, are independent under NYSE rules; Mr. Howley (Chairman) is also independent but not on NYSE-required committees .
- Attendance: Board met four times in FY 2024; each member attended ≥75% of Board and applicable committee meetings . Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times .
- Overboarding policy (2024): Non-NEO directors limited to 3 boards (inclusive of TDG); NEO-directors limited to 1 external board (exclusive of TDG) .
- Prohibitions: No hedging, pledging, short sales for directors/officers/employees .
- Related parties: Board concluded no director/officer had a direct or indirect material interest in TDG’s commercial/charitable relationships in FY 2024 through proxy date .
- Compensation Committee interlocks: None .
Fixed Compensation
| Item | FY 2024 Amount ($) | Notes |
|---|---|---|
| Annual director retainer (cash or stock election) | 75,000 | Paid semi-annually; directors may elect cash or shares |
| Nominating & Corporate Governance Chair retainer | 10,000 | Paid semi-annually |
| Compensation Committee Chair retainer | N/A for McCullough | CC Chair fee $20,000 (for the Chair) |
| Lead Independent Director retainer | N/A for McCullough | LID fee $40,000 |
| Fees earned or paid in cash (McCullough) | 85,000 | Base + N&CG Chair; McCullough elected cash for fees |
Performance Compensation
| Component | Quantitative Detail | Vesting Mechanics |
|---|---|---|
| Annual director stock options | Grant-date fair value ≈ $250,000 (Black-Scholes) | Options subject to same rigorous AOP-based vesting as NEOs; no discretionary vesting |
| AOP performance thresholds | Minimum vesting at 10% cumulative AOP growth; full vesting at 17.5% compound annual AOP growth | Linear vesting between thresholds; carry-forward/back feature (≤$100 AOP per year for grants post-2020) to focus long-term performance |
| Change-in-control terms | Double-trigger for NEO options starting FY 2024 (context for program discipline) | Directors receive strike price reductions for special dividends rather than DEPs; DEPs ceased for directors post-FY 2024 |
Director Compensation Table (FY 2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Gary E. McCullough | 85,000 | — | 253,619 | 19,500 | 358,119 |
Performance Metric Table (Annual Cash Incentive program context for Board oversight)
| Metric | Threshold | Target | Maximum | FY 2024 Actual | Payout Basis |
|---|---|---|---|---|---|
| Pro Forma EBITDA As Defined ($mm) | 3,662 | 4,076 | 4,490 | 4,266 | 70%/100%/130% composite, linear |
| Pro Forma EBITDA As Defined Margin (%) | 49.0% | 51.0% | 53.0% | 51.9% | Equal weighting of dollars and margin |
Notes:
- TDG’s stock option plans authorize only performance-vested options; no RSUs or full-value awards are permitted, reinforcing alignment and at-risk structure .
- For special dividends (e.g., $35 in FY 2024), directors receive strike-price reductions; DEPs on director options ceased after FY 2024 .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Comments |
|---|---|---|---|
| Commercial Metals Company | Director | None with TDG compensation committee | Within TDG overboarding limits; industrial supplier exposure monitored via related-party review (none material) |
| Sherwin-Williams | Former Director; Audit Chair (2011) | None | Brings audit/financial oversight expertise |
| Legacy Acquisition Corp (SPAC) | Advisory Council Co-Chair | None | SPAC advisory leadership until business combination in Nov-2020 |
| TDG Compensation Committee | Member | Interlocks | No compensation committee interlocks at TDG |
Expertise & Qualifications
- Broad public company leadership; audit chair experience; senior roles across operations, finance, and branded consumer businesses; private equity-aligned governance perspective .
- Military leadership background (Infantry Officer) underscores discipline and strategic focus .
Equity Ownership
| Measure | Value |
|---|---|
| Shares owned (direct/indirect) | 915 |
| Options currently exercisable or within 60 days | 8,655 |
| Total beneficial (shares + options) | 9,570 |
| Ownership as % of outstanding | <1% (“*” per proxy table) |
| Shares pledged as collateral | None (none pledged by directors/NEOs) |
| Director ownership guideline | ≥$250,000 equity (stock or vested in-the-money options); all non-employee directors compliant; median holdings ≈29x requirement |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Owned | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-11-06 | 2025-11-04 | Award (A) | Stock Option | 518 | 1,291.97 | 518 | |
| 2024-11-20 | 2024-10-31 | Award (A) | Stock Option | 450 | 1,302.30 | 450 |
Governance Assessment
- Board effectiveness: McCullough chairs Nominating & Corporate Governance and sits on Compensation—key levers for board refresh, ESG oversight, succession, and pay discipline; committees are fully independent and active (N&CG: 4 meetings; Compensation: 5) . Independence affirmed; attendance thresholds met .
- Alignment and incentives: Director pay mixes modest cash retainers with performance-vested options; TDG prohibits RSUs/full value awards; director options follow stringent AOP vesting (10%–17.5% growth), with strike-price adjustments for special dividends—promotes long-term value alignment and reduces discretionary risk .
- Conflicts and related-party risk: No material related-party interests identified for directors in FY 2024; hedging/pledging banned; overboarding capped—reduces governance risk; no compensation committee interlocks .
- Shareholder signals: Say-on-Pay support improved to 68.8% amid enhanced disclosure and removal of discretionary awards; Compensation Committee engaged directly with investors; continued refinement of pay practices (e.g., double-trigger CIC for FY 2024 NEO grants) supports investor confidence in compensation governance .