8-KLeadership ChangesExhibits & Filings

TransDigm Group INC 8-K Report, Executive Changes (Jan 25, 2012)

Filed January 25, 2012For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) has filed an 8-K report detailing a change in its Board of Directors. The company announced the election of John Staer to its Board, filling a newly created vacancy. Mr. Staer brings significant industry experience, including his role as CEO of Satair A/S, a distributor of aerospace products and a customer of TransDigm subsidiaries. This appointment is intended to leverage his expertise in areas such as industry knowledge, international markets, mergers and acquisitions, and finance. While Mr. Staer's background is deemed valuable, the Board has determined that he does not meet the independence standards set by the New York Stock Exchange due to his position at Satair and past connections of a company executive to Satair. Consequently, he is not expected to serve on any board committees. The report also clarifies that his compensation will follow the standard arrangements for non-employee directors, and there are no undisclosed arrangements regarding his selection.

Key Highlights

  • 1John Staer elected to the Board of Directors, expanding the board to eight members.
  • 2Mr. Staer is the CEO of Satair A/S, an aerospace product distributor and a significant customer of TransDigm subsidiaries.
  • 3In fiscal year 2011, Satair A/S accounted for approximately 4% of TransDigm's gross revenue through parts purchases.
  • 4TransDigm also sold its Aero Quality Sales division to Satair for $32 million in cash in April 2011.
  • 5Mr. Staer is considered not independent under NYSE listing standards due to his role at Satair.
  • 6Mr. Staer's extensive industry, international, M&A, and finance experience is highlighted as a key reason for his appointment.
  • 7Compensation for Mr. Staer will be in line with the company's standard director compensation policy.

Frequently Asked Questions

John Staer has been elected to TransDigm's Board of Directors. He is the CEO of Satair A/S, a distributor of aerospace products. His appointment is intended to bring valuable industry experience, international market knowledge, M&A expertise, and a finance background to the board.

Yes, the Board of Directors has determined that Mr. Staer is not independent under New York Stock Exchange listing standards due to his position as CEO of Satair, a company that purchases parts from TransDigm and which TransDigm previously sold a division to. Consequently, he will not serve on any board committees.

Satair A/S is a distributor of aerospace products, including parts manufactured by TransDigm's subsidiaries. In fiscal 2011, Satair purchased approximately $50 million worth of parts from TransDigm, representing about 4% of TransDigm's gross revenue. Additionally, TransDigm sold its Aero Quality Sales division to Satair for $32 million in April 2011.

Mr. Staer will receive compensation for his services on the Board of Directors in accordance with TransDigm's standard compensation arrangements for non-employee directors, as detailed in the company's proxy statement for its 2012 annual meeting.