Jane Cronin

About Jane M. Cronin

Jane M. Cronin, age 57, has served as an independent director of TransDigm Group (TDG) since 2021 and sits on the Audit Committee and the Nominating & Corporate Governance Committee. She is Senior Vice President – Enterprise Finance at The Sherwin‑Williams Company (SVP – Enterprise Finance & Principal Accounting Officer, 2016–2024; promoted to SVP – Enterprise Finance in Jan 2025). She brings deep accounting/finance expertise and M&A integration experience (e.g., Valspar acquisition) and is designated an “audit committee financial expert.” She was appointed to the board of Cleveland‑Cliffs Inc. in January 2025.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee; Nominating & Corporate Governance Committee; not disclosed as chair of either committee .
• Audit Committee expertise and activity: All Audit Committee members are independent; Ms. Cronin is designated an “audit committee financial expert”; the Audit Committee held 8 meetings in fiscal 2023 .
• Independence: The Board determined all directors other than Messrs. Stein, Howley, and Valladares are independent under NYSE rules (Cronin included) .
• Attendance & engagement: In fiscal 2023, each director who served attended at least 75% of applicable Board and committee meetings; independent directors met in executive session after each regularly scheduled Board meeting; the Board met four times in fiscal 2023 .
• Board leadership: Lead Independent Director role designated (Robert J. Small, LID) .
• Overboarding policy: Adopted in FY 2024—non‑NEO directors may serve on up to three public company boards, inclusive of TDG; the policy was positively received by shareholders .

Fixed Compensation

Program structure for independent directors (FY 2024): annual retainer $75,000; LID retainer $40,000; committee chair retainers—Audit/Comp $20,000, Nominating & Corporate Governance $10,000; annual performance‑based stock options (~$250,000 Black‑Scholes fair value); directors may elect to receive retainer in cash or TDG shares .

FY 2024 director compensation for Ms. Cronin:

• Retainer in shares: Ms. Cronin elected to receive all semi‑annual board retainer fees in TDG shares; valuation dates at last NYSE closing prices of $1,172.20 (Mar 15, 2024) and $1,367.76 (Sep 13, 2024) .

Performance Compensation

• Equity vehicle: Annual grant of performance‑based stock options for directors (valued ~ $250k on Black‑Scholes basis) subject to the same rigorous vesting criteria as NEOs .
• FY 2024 option award value for Ms. Cronin: $253,619 (grant‑date fair value) .
• Vesting framework and metrics (apply to director options per proxy):
  • Metric: “AOP” (Adjusted Option Price)—an intrinsic performance measure calculated as ((Pro Forma EBITDA As Defined × acquisition‑weighted market multiple) − Net Debt) ÷ diluted shares; adjusted for special dividends/share repurchases .
  • Threshold/Maximum performance: minimum vesting requires 10% cumulative AOP growth (25% vests); full vesting requires 17.5% growth; linear interpolation between; policy states no discretion in determining vesting .
  • Capital adjustment: For special dividends commencing in 2022, option exercise prices are reduced per plan; dividend equivalent payments tied to pre‑2022 special dividends ceased after FY 2024 .

Example of director equity performance criteria

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/financial expertise; designated an “audit committee financial expert” .
• Large‑cap industrial manufacturing finance leadership and M&A integration experience (Valspar acquisition) .
• Service on Audit and Nominating & Corporate Governance committees supports board oversight in financial reporting, ERM, and governance refreshment .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent director with deep accounting credentials; Audit Committee member and designated financial expert—enhances oversight of financial reporting and audit quality .
  • Strong alignment: elected to receive retainers in TDG stock; holds vested options; subject to director ownership guidelines; no pledging permitted or disclosed—reduces alignment and liquidity risk .
  • Workload within policy: Two public boards (TDG and Cleveland‑Cliffs) fit TDG’s FY 2024 overboarding policy for non‑NEO directors (≤3 boards inclusive of TDG) .
  • Engagement: Board met four times in FY 2023; 75%+ attendance by all directors; independent directors held executive sessions after each regular meeting—supports independent oversight .
• Watch items / contextual signals:
  • Say‑on‑Pay support improved but remains a shareholder focus area (approx. 68.8%–69% support in 2024); while not specific to Ms. Cronin, ongoing investor scrutiny of compensation could increase board engagement demands on Audit/NCG members .
  • Shared Sherwin‑Williams background with another TDG director (Hennessy) is not a related‑party transaction but is an affiliation to monitor for any perceived group‑think; no related‑party transactions involving Ms. Cronin were disclosed in the reviewed sections .

Overall, Ms. Cronin adds credible audit/finance oversight and governance breadth to TDG’s board, with clear independence and meaningful equity alignment through stock/option exposure and compliance with ownership guidelines. Her election to receive retainers in stock and designation as an audit committee financial expert are positive signals for investor confidence in board effectiveness and financial oversight .