Michele Santana

About Michele L. Santana

Michele L. Santana, age 54, is an independent director of TransDigm (TDG) since 2018 and serves on the Audit Committee and the Nominating & Corporate Governance Committee; the Board has determined she qualifies as an “audit committee financial expert.” She is a CPA and currently CFO of Arrow International (since Aug 2024), with prior CFO roles at Bedrock Manufacturing (Oct 2021–Aug 2024), Majestic Steel USA (Nov 2019–Oct 2021), and Signet Jewelers (2014–2019); earlier she was SVP & Controller at Signet and spent 14 years at KPMG. Her background spans public company finance, private equity M&A, IT oversight, and public accounting.

Past Roles

External Roles

Board Governance

• Independence: Each Audit Committee member, including Santana, is independent under NYSE standards and Rule 10A-3(b)(1) and the Nominating & Corporate Governance (N&CG) Committee is also fully independent.
• Committees and roles: Audit (member; designated “audit committee financial expert”), N&CG (member; N&CG oversees director selection, governance policy, Board evaluation, succession planning, and ESG).
• Committee meetings FY2024: Audit (8 meetings), N&CG (4 meetings).
• Attendance: The Board met 4 times in FY2024; each director who served during FY2024 attended at least 75% of Board and committee meetings on which they served.
• Lead Independent Director (LID): The LID role (Robert J. Small since late 2023) sets agendas, presides over executive sessions, liaises with shareholders, and leads Board evaluations.
• Key policies: Prohibitions on hedging, pledging, and short sales for directors; proxy access; overboarding limits (non-NEO directors capped at 3 public boards including TDG); retirement at 75 (waivable).

Fixed Compensation

• Director pay structure (FY2024): $75,000 annual retainer; +$40,000 LID; +$20,000 for Audit and Compensation Committee chairs; +$10,000 for N&CG chair. Annual equity: stock options valued at ~$250,000 (Black-Scholes). Directors may elect cash or stock for retainers.
• Equity retention requirement: Non-employee directors (other than the Chairman) must maintain at least $250,000 in TDG equity; all non-employee directors comply; median director stock holdings equal 29x the ownership requirement (as of Sept 30, 2024).

Note: “All other compensation” represents legacy dividend equivalent plan payments related to options outstanding at the time of special dividends declared prior to 2022; such payments ceased after FY2024.

Performance Compensation

TransDigm uses performance-vested stock options for directors (same vesting framework as NEOs). Vesting is tied to growth in Adjusted Option Price (AOP), with no discretion in vesting decisions.

Other Directorships & Interlocks

• Current public company boards: None disclosed for Santana.
• Related-party transactions: The Board concluded no director or executive officer had a direct or indirect material interest in TransDigm’s commercial or charitable relationships during FY2024 through the proxy date; Board reviews all related-party transactions case-by-case (policy documented in minutes).

Expertise & Qualifications

• CPA; 14 years in public accounting (KPMG).
• Former public-company CFO (Signet Jewelers); multiple CFO roles across private and PE‑backed companies.
• Audit committee financial expert designation by the Board.
• Private equity, M&A, and IT oversight experience (oversaw IT at Bedrock Manufacturing).

Equity Ownership

All non-employee directors comply with director equity retention requirements (≥$250,000); median non-employee director holdings equal ~29x the requirement (as of Sept 30, 2024).

Insider Trades

Governance Assessment

• Positives

  • Independent director with audit committee financial expert status; sits on the Audit and N&CG committees that are fully independent, enhancing oversight of financial reporting, ESG, and succession planning.
  • Strong alignment: elected to take cash retainer in shares; complies with director ownership guidelines; Board prohibits hedging/pledging; director equity is entirely at‑risk options tied to rigorous AOP targets; double‑trigger CIC in place.
  • Attendance and engagement: Board met 4 times; all directors met ≥75% attendance on Board/committees served; Audit met 8 times; N&CG met 4 times.
  • No related-party exposures disclosed involving Santana; Board reviews all related-party transactions; none deemed material.

• Watch items

  • One late Form 4 with de minimis share amounts is a minor process lapse but not indicative of substantive governance risk.
  • Director options vest on the same AOP framework as executives; while it deepens alignment, some investors may view performance-vested equity for directors as atypical relative to time‑vested stock used elsewhere.
  • Say‑on‑Pay support at 68.8% last year underscores ongoing investor scrutiny of compensation design; however, the company implemented changes (no discretionary equity awards; no positive discretion on annual cash incentives; enhanced disclosure).

Overall, Santana’s deep finance background (CPA; multi-company CFO), audit financial expert designation, independent status, and equity alignment are supportive of Board effectiveness and investor confidence, with only minor administrative risk indicated by a late Section 16 filing.