Kevin Stein
TransDigm GroupAbout Kevin Stein
Kevin M. Stein, 58, is TransDigm’s President and Chief Executive Officer (CEO) since April 2018 and a director since 2018; he is not an independent director under NYSE rules. Prior roles include President (since January 2017) and prior COO functions at TransDigm, and previously Executive Vice President and President of the Structurals Division at Precision Castparts (2009–2014) . The Board met four times in FY 2024 and each director attended at least 75% of aggregate Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Group | CEO; President; COO (Power & Control segment) | CEO since Apr 2018; President since Jan 2017; COO Oct 2014–Mar 2018 | Senior leadership in aerospace operations and value-based operating methodology |
| Precision Castparts | Executive Vice President; President, Structurals Division | 2009–2014 | Large-scale manufacturing leadership and operational expertise |
External Roles
| Organization | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| Axalta Coating Systems Ltd. (NYSE) | Director | Since Sep 2023 | Outside public company directorship; permitted under TDG overboarding policy for NEO directors (one external board) |
| Perimeter Solutions SA (NYSE) | Director (former) | Nov 2021–Apr 2022 | Former outside board seat; ended Apr 2022 |
Board Governance
- Independence: Not independent; only Messrs. Stein and Valladares are non-independent on TDG’s Board .
- Committee assignments: None; Mr. Stein does not serve on NYSE-required committees .
- Attendance and engagement: Board met 4 times in FY 2024; all directors met ≥75% attendance thresholds; non-executive/independent directors held executive sessions after each regular meeting .
- Lead Independent Director: Robert J. Small; responsibilities include agenda setting, executive sessions, shareholder consultation, and evaluation processes .
- Shareholder engagement signal: Say-on-Pay support improved to 68.8%; Board and Compensation Committee intensified outreach (49 meetings, investors representing 66% of shares) .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $1,470,000 | Effective Jan 1, 2024 |
| Target Annual Cash Incentive (% of salary) | 150% | Target increased vs FY 2023 to align with market |
| Annual Cash Incentive Paid | $2,511,495 | No positive discretion applied; payout equals 113.9% of target |
Director fees: Mr. Stein receives no director compensation while serving as an employee director .
Performance Compensation
| Equity/Metric | Specifics | Vesting/Triggers |
|---|---|---|
| FY 2024 Option Grant | 41,800 options | Vests in FY 2028; performance-based only |
| Option Vesting Metric (AOP growth) | Threshold: 10% CAGR; Max: 17.5% CAGR | Linear vesting between thresholds; Compensation Committee policy of no discretionary amendments to targets |
| Annual Cash Incentive Metrics (FY 2024) | Target EBITDA As Defined dollars: $4,076m; margin: 51.0% | Actual: $4,266m and 51.9%; composite performance level 113.9% |
| Change-in-Control | Double-trigger for options granted in FY 2024 onward (replacement award failure or termination for good reason/without cause within 2 years) | No tax gross-ups; no option repricing without shareholder approval |
| Clawback | NYSE/SEC-compliant clawback policy effective Oct 2, 2023 (3-year recovery period for restatements) | Applies to incentive-based compensation |
Other Directorships & Interlocks
| Company | Relationship to TDG | Potential Conflict Notes |
|---|---|---|
| Axalta Coating Systems Ltd. | External board only | TDG Board adopted overboarding limits; Stein’s single outside board seat complies; TDG disclosed no director had material interest in related-party relationships in FY 2024 |
| Perimeter Solutions SA | Former external board only | No FY 2024 related-party exposure disclosed |
Expertise & Qualifications
- Aerospace manufacturing and operations leadership; prior EVP/Division President roles at Precision Castparts .
- Strategic operating methodology aligned to private equity-like returns; deep executive experience within TDG’s decentralized structure .
- Public company board experience at Axalta; enhances cross-industry insights relevant to coatings/supply chain .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Owned | 8,158 | Held in trust for benefit of Mr. Stein’s family |
| Options Exercisable or Exercise-Eligible within 60 Days | 183,500 | Held in trust |
| Total Beneficially Owned (Shares + 60-day Options) | 191,658 | <1% of class; shares outstanding 56,040,017 |
| Pledging Status | None pledged | Company-wide prohibition on pledging/hedging/short sales |
| Ownership Guidelines | CEO must hold ≥6x salary; half in stock, remainder in-the-money vested options; NEOs must hold ≥3x salary; compliance required before option exercise | All continuing NEOs currently in compliance |
| Director DEPs | Board (including Mr. Stein) do not receive DEPs; receive strike price reductions for special dividends from 2022 onward |
Governance Assessment
- Independence and committee service: As CEO, Stein is not independent and serves on no NYSE-required committees, which is appropriate to preserve committee independence; Board maintains separate Chairman, LID, and independent committee structures .
- Pay-for-performance alignment: Heavy weighting to long-term, performance-based options with rigorous AOP growth hurdles (10%–17.5% CAGR) and double-trigger CIC mitigates windfalls; no discretionary equity awards or bonus uplifts in FY 2024; enhanced disclosure and shareholder responsiveness are positives for investor confidence .
- Ownership alignment: Significant option exposure and strict ownership guidelines (6x salary) with anti-hedging/pledging strengthen alignment; no pledging reported .
- Conflicts and related-party exposure: TDG reports no director had a direct or indirect material interest in commercial/charitable relationships in FY 2024; Stein’s single outside board seat complies with overboarding limits; low conflict risk based on disclosures .
- Signals: Say-on-Pay support at 68.8% reflects improving but still scrutinized program; robust shareholder engagement and policy updates (clawback; double-trigger CIC; modified retirement vesting “Rule of 70”) suggest continued alignment trend .
RED FLAGS: None disclosed specific to Stein; monitoring areas include continued attention to Say-on-Pay outcomes and the administration of AOP-based vesting to ensure strict adherence without discretion .