Sarah Wynne
TransDigm GroupAbout Sarah Wynne
Sarah L. Wynne, 51, is TransDigm’s Chief Financial Officer, appointed in May 2023 after serving as Chief Accounting Officer (2018–2023), Group Controller (2015–2018), and division Controller at Aero Fluid Products (2009–2015) . During her CFO tenure, TDG delivered strong FY2024 performance: net sales grew 21% to $7,940M, EBITDA As Defined grew 23% to $4,173M, EPS rose 16% to $25.62, and TSR was ~73% including a $35 special dividend; EBITDA As Defined margin expanded to 52.6% . TDG also refinanced ~$16B of debt, executed ~$2.3B of acquisitions, and returned ~$1.9B via special dividend in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TransDigm Group Inc. | Chief Financial Officer | May 2023–present | CFO reviews proposed NEO compensation alignment to financial goals, and supports compliance with employment agreements . |
| TransDigm Group Inc. | Chief Accounting Officer | Nov 2018–May 2023 | Senior financial officer per Code of Ethics; responsible for financial reporting integrity . |
| TransDigm Group Inc. | Group Controller | Apr 2015–Oct 2018 | Corporate financial control responsibilities . |
| Aero Fluid Products (TDG subsidiary) | Division Controller | Oct 2009–Mar 2015 | Operating unit financial leadership . |
External Roles
No external public company directorships or board roles disclosed for Ms. Wynne in TDG proxies .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 570,208 | 712,500 |
| Target Annual Incentive (% of base) | 80% (post-promotion; prorated) | 100% |
| Actual Annual Incentive ($) | 622,169 (includes +15% discretion for exceptional performance) | 825,775 (no discretion used; paid at 113.9% of target) |
| Discretion Applied? | Yes (+15%) | No |
Performance Compensation
Annual Cash Incentive Mechanics (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout Level |
|---|---|---|---|---|---|---|
| Pro Forma EBITDA As Defined ($) | 50% | $3,662M | $4,076M | $4,490M | $4,266M | 113.9% composite |
| Pro Forma EBITDA As Defined Margin (%) | 50% | 49.0% | 51.0% | 53.0% | 51.9% | 113.9% composite |
Equity Option Grants and Vesting (Wynne FY2024 grant)
| Attribute | Details |
|---|---|
| Grant date | Nov 2, 2023 |
| Options granted (#) | 47,900 |
| Exercise price ($/share) | 869.73 |
| Expiration | Nov 2, 2033 |
| Vesting cadence | Equal tranches in FY2024–FY2028, subject to AOP targets |
| AOP vesting thresholds (per share) | See table below |
| FY2024 vesting achieved | 20% (AOP $554.77) → 9,580 options vested |
AOP vesting targets per year (for Wynne’s 11/02/2023 grant):
| AOP / Year | FY 2024 | FY 2025 | FY 2026 | FY 2027 | FY 2028 |
|---|---|---|---|---|---|
| 5% vesting threshold ($/share) | 418.59 | 460.45 | 506.50 | 557.15 | 612.86 |
| 20% vesting threshold ($/share) | 447.53 | 525.85 | 617.87 | 726.00 | 853.05 |
| Actual AOP ($/share) | 554.77 | — | — | — | — |
| Vesting achieved | 20% | — | — | — | — |
Program principles:
- Full vesting requires 17.5% CAGR in AOP; minimum vesting requires 10% cumulative AOP growth; vesting linear between thresholds; limited carry-forward/back features apply ($100 per year cap) .
- FY2024 grants include double-trigger change-in-control vesting (replaces prior single-trigger) .
Dividend equivalents (DEPs):
- DEPs paid in cash on vested but unexercised options; in FY2024, Ms. Wynne received $1,994,305 of DEPs and $20,100 of 401(k) contributions within “All Other Compensation” .
Option exercises (FY2024):
| Name | Shares Exercised (#) | Value Realized ($) |
|---|---|---|
| Sarah L. Wynne | 8,550 | 7,143,536 |
Equity Ownership & Alignment
| Metric | As of Jan 12, 2024 | As of Jan 10, 2025 |
|---|---|---|
| Shares owned (#) | 710 | 3,410 (includes 10 held by spouse) |
| Options exercisable within 60 days (#) | 32,810 | 42,170 |
| Total beneficial ownership (#) | 33,520 | 45,580 |
| Ownership % of class | <1% | <1% |
| Pledged shares | None | None |
| Hedging/pledging/short sales policy | Prohibited for all directors, officers, employees | |
| Stock ownership guidelines | CEO: 6x salary; Other NEOs: 3x salary; at least 50% in stock; 5 years to comply; option exercise prohibited until compliant | |
| Compliance status | All NEOs currently compliant |
Outstanding equity awards (select summary for Wynne as of 9/30/2024):
- Exercisable options total 42,170 across tranches at exercise prices $559.78, $560.81, $643.00, $869.73 .
- Unvested/uneared options total 53,880 across tranches with detailed AOP triggers and expirations through 2033 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement date | Amended & restated July 2023 (upon promotion to CFO) |
| Term expiration | Sept 30, 2028; no automatic renewal |
| Severance (death/disability/without cause/good reason) | 1.25× annual salary + 1.25× greater of prior-year bonus or target bonus + 18× monthly COBRA differential; paid over 12 months |
| Non-compete | 12 months (if terminated without cause or for good reason); 24 months (voluntary termination without good reason or termination for cause) |
| Change-in-control vesting | FY2024 NEO grants adopt double-trigger: accelerated vesting only if no replacement award or if termination for good reason/without cause within 2 years post-CIC |
| Potential CIC option value (9/30/2024) | $12,888,247 (CIC only); $34,247,815 (CIC + qualifying event), based on $1,427.13 share price |
| Clawback policy | NYSE/SEC-compliant clawback effective Oct 2, 2023; 3-year recovery of excess incentive-based comp upon restatement |
| Tax gross-ups | No tax gross-ups including CIC or 409A |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($M) | 6,585 | 7,940 |
| Net Income from Continuing Ops ($M) | 1,299 | 1,715 |
| EBITDA As Defined ($M) | 3,395 | 4,173 |
| EBITDA As Defined Margin (%) | 51.6% | 52.6% |
| GAAP EPS ($) | 22.03 | 25.62 |
| Adjusted EPS ($) | 25.84 | 33.99 |
| TSR (%) | ~61% | ~73% (incl. $35 special dividend) |
Additional FY2024 highlights: ~$2.3B deployed for acquisitions; ~$16B debt refinanced; $75/share special dividend paid Oct 2024; ending cash balance $6.3B .
Compensation Structure Observations
- Heavy emphasis on long-term, at-risk, performance-based options; cash compensation is <20% of NEO total compensation; no discretionary equity awards in FY2024; no upward cash incentive discretion used .
- Option vesting requires rigorous AOP growth (17.5% CAGR for full vesting); linear interpolation and limited carry-forward/back avoid short-term optimization .
- Shareholder-sensitive changes: double-trigger CIC on FY2024 grants; enhanced ownership guidelines; modified “Rule of 70” retirement criteria (FY2025) for continued vesting .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support improved to ~68.8% in 2024; TDG undertook formal year-round shareholder engagement with 49 meetings covering ~66–71% of outstanding shares; changes implemented in response to >80% of feedback .
Investment Implications
- Alignment: Wynne’s pay is tightly linked to AOP, EBITDA margin/dollars, and stock price appreciation via options; ownership guidelines and hedging/pledging prohibitions strengthen alignment .
- Insider selling pressure: FY2024 option exercises (8,550 shares; $7.1M realized) and sizable DEPs ($2.0M) suggest liquidity events; future vesting tranches (2025–2028) tied to rising AOP hurdles could drive additional exercises contingent on performance .
- Retention risk: Contract through FY2028 with 1.25× salary+bonus severance and enforceable non-compete/non-solicit mitigates near-term turnover risk; double-trigger CIC reduces windfall risk but maintains protective economics .
- Performance drivers: Sustaining AOP, EBITDA margin ≥51%, and acquisition integration remain key levers; elevated debt refinancing and episodic large special dividends require disciplined capital allocation to maintain AOP growth thresholds .