8-KLeadership ChangesExhibits & Filings

TransDigm Group INC 8-K Report, Executive Changes (Nov 3, 2014)

Filed November 3, 2014For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) filed an 8-K on November 3, 2014, reporting on an employment agreement entered into with Kevin Stein, who will serve as an executive vice president. The agreement outlines Mr. Stein's compensation, including a base salary of at least $585,000 and eligibility for an annual bonus targeting 80% of his base salary. It also details terms for termination, severance packages, and restrictive covenants such as non-compete and non-solicitation clauses, standard for executive roles within the company. In conjunction with this new role, Mr. Stein was granted 13,000 shares of the Company's common stock, which will vest in equal one-third increments over three years. This filing provides transparency on key executive appointments and compensation structures, important for understanding the company's leadership and associated costs.

Key Highlights

  • 1TransDigm Group entered into an employment agreement with Kevin Stein, appointing him Executive Vice President.
  • 2Mr. Stein's annual base salary is set at a minimum of $585,000.
  • 3He is eligible for an annual bonus with a target of 80% of his base salary.
  • 4The employment agreement includes provisions for termination, severance pay (up to 1.5 times salary plus target bonus in specific scenarios), and customary benefits.
  • 5Restrictive covenants include non-compete and non-solicitation clauses for specified periods post-termination.
  • 6Mr. Stein received an award of 13,000 restricted shares of common stock, vesting in one-third increments annually from December 31, 2015, to December 31, 2017.
  • 7The agreement includes indemnification for Mr. Stein to the fullest extent permitted by Delaware law.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce and provide details regarding the new employment agreement entered into with Kevin Stein, who has been appointed as an executive vice president of TransDigm Group Incorporated.

Kevin Stein's employment agreement includes an annual base salary of at least $585,000, eligibility for an annual bonus with a target of 80% of his base salary, and participation in existing senior officer benefit plans. He also received a grant of 13,000 restricted shares of common stock.

If Kevin Stein's employment is terminated without cause, or if he terminates for customary good reasons (or due to death or disability), the Company will pay him an amount equal to one times his salary plus one times the greater of his prior year's bonuses or his target bonus for the year of termination, paid over 12 months. A specific provision allows for 1.5 times his salary plus target bonus if he is not appointed CEO by December 31, 2017 (or a mutually agreed later date).

Yes, Mr. Stein is subject to non-compete provisions, prohibiting him from engaging in competing businesses for 12 or 24 months post-termination, depending on the termination type. He is also subject to a two-year non-solicitation clause preventing him from soliciting current or former employees and consultants of TransDigm.