Peter Palmer

About Peter Palmer

Peter Palmer was appointed to TransDigm’s Board of Directors on October 23, 2025, after retiring at the end of 2024 following a 24-year career at the company that included EVP and multiple operating president roles . He previously served as Executive Vice President (appointed February 2012), President of AdelWiggins Group (2010–2012), and President of CEF Industries (2008–2010) . Age was disclosed as 50 in TDG’s FY2014 10-K; newer filings have not provided an updated age . Palmer brings deep aerospace operations and M&A integration experience (including Esterline), and co-developed TransDigm University leadership programs with USC .

Past Roles

External Roles

• TDG disclosed that Palmer “has served on other aerospace company boards,” but did not name specific companies in the appointment 8-K .

Board Governance

• Appointment and status: Appointed Director effective Oct 23, 2025; no committee assignments at appointment; no related-party transactions requiring disclosure under Item 404(a) . Independence status was not stated in the 8-K and will be clarified in the next proxy .
• Board structure: Separate Chair and CEO; Lead Independent Director (LID) role established in FY2024; standing Audit, Compensation, Nominating & Corporate Governance, and Executive Committees . LID currently Robert J. Small, with defined responsibilities including agenda-setting and executive sessions .
• Attendance baseline: In FY2024 (pre-appointment), the Board met 4 times and each director serving that year attended ≥75% of Board and committee meetings; independent directors held executive sessions after each regularly scheduled meeting .

Fixed Compensation (Director Fees and Program)

Note: Palmer’s FY2025 director fees will be reported in the next proxy; the 8-K did not include compensation terms beyond the standard program .

Performance Compensation (Director Equity)

Directors receive annual performance‑based stock options (approx. $250,000 grant-date fair value) subject to the same rigorous vesting criteria used for executives .

Additional mechanics:

• Carry-forward/back feature allows excess AOP overachievement to offset shortfalls in the prior two or following two years, capped at $100 per year for post‑2020 grants .
• For directors, special dividends since 2022 reduce option strike price; no DEPs paid going forward .

Other Directorships & Interlocks

• Other public company boards: Not named (TDG disclosed prior aerospace board service without specifying names) .
• Interlocks/related parties: Company reported no related‑party transactions for Palmer requiring disclosure upon his appointment .

Expertise & Qualifications

• Deep aerospace operating leadership (multiple TDG operating presidents) and corporate EVP role .
• M&A/integration expertise (e.g., Esterline) and leadership development (TransDigm University with USC) .
• Operational rigor around TDG’s value drivers: pricing, productivity, and new business; product line P&L ownership and metrics cadence .

Equity Ownership

As of Form 3 filed November 5, 2025 (initial statement of beneficial ownership):

Policy backdrop: TDG prohibits hedging and pledging by directors and employees; director ownership guidelines apply (≥$250k) . Form 3 does not report any pledges .

Governance Assessment

• Strengths (investor confidence positives)

  • Operational depth and cultural alignment: 24 years at TDG across operating units and corporate; strong M&A/integration record; leadership development—valuable for board oversight of TDG’s decentralized, value‑driver model .
  • Director equity is fully performance‑based with demanding AOP hurdles (10% threshold; 17.5% CAGR for full vest), aligning director incentives to long‑term value creation .
  • Robust governance framework around the board (separate Chair/CEO, LID, committee structures, anti‑hedging/pledging, director ownership guidelines) .

• Watch items / potential red flags (monitor)

  • Independence status pending: The 8‑K did not state whether Palmer will be deemed independent; given very recent executive service (retired end‑2024, appointed 10/23/2025), investors should watch the next proxy for the Board’s formal determination and committee eligibility .
  • No committee roles at appointment: Limits immediate committee‑level oversight impact; likely to be addressed in subsequent governance updates .
  • Historical Section 16 compliance lapse: TDG’s 2015 proxy noted a late Form 4 by Peter Palmer (as an executive) for 2014 transactions—an administrative issue to note albeit dated .

• Alignment/compensation structure

  • Director fee program is modest in cash with the bulk of compensation in performance‑vested options; directors are subject to ownership guidelines; directors receive strike price adjustments (not DEPs) for special dividends declared since 2022 .

Related-Party Transactions

• TDG stated there are no related party transactions with Palmer requiring disclosure at the time of his board appointment .
• Company policy requires Board review/approval of related‑party transactions and prohibits hedging/pledging by directors .

Additional Context (Board & Shareholder Engagement)

• Shareholder engagement has intensified with 49 meetings in FY2024 covering ~71% of shares; Say‑on‑Pay support improved to 68.8% in 2024; compensation program disclosures and practices have been revised in response to feedback (e.g., curtailed discretion, Rule of 70 retirement vesting, double‑trigger CIC from FY2024) .

Note: Committee assignments, independence designation, and FY2025 director compensation details for Palmer are expected in the next DEF 14A following his October 2025 appointment .