8-KLeadership ChangesExhibits & Filings

TransDigm Group INC 8-K Report, Executive Changes (Apr 28, 2015)

Filed April 28, 2015For Securities:TDG

Summary

TransDigm Group Incorporated (TDG) announced the execution of an employment agreement with Terrance Paradie, appointing him as Executive Vice President and Chief Financial Officer. The agreement, effective April 27, 2015, outlines Mr. Paradie's compensation, including a base salary of at least $480,000, eligibility for an annual bonus targeted at 65% of his base salary, and participation in executive benefit plans. The term of the agreement extends to May 1, 2020, with provisions for severance payments and benefits in case of termination without cause, for good reason, death, or disability, generally equivalent to one year's salary and bonus. Furthermore, the agreement includes standard non-compete and non-solicitation clauses, restricting Mr. Paradie from engaging in competing businesses or soliciting employees for a specified period following termination. Mr. Paradie also received an award of 4,700 shares of common stock that vest over three years. This filing is significant as it formalizes key executive leadership and compensation arrangements, providing transparency to investors regarding the company's financial stewardship and executive retention strategies.

Key Highlights

  • 1Appointment of Terrance Paradie as Executive Vice President and Chief Financial Officer.
  • 2Employment agreement for Mr. Paradie runs until May 1, 2020.
  • 3Annual base salary for Mr. Paradie is not less than $480,000.
  • 4Mr. Paradie is eligible for an annual bonus with a target of 65% of his base salary.
  • 5Severance provisions include payment of salary and bonus in case of termination without cause, for good reason, death, or disability.
  • 6Non-compete and non-solicitation clauses are included for a specified post-termination period.
  • 7Mr. Paradie received an award of 4,700 shares of common stock, vesting over three years.

Frequently Asked Questions

Terrance Paradie's employment agreement, effective April 27, 2015, establishes his role as Executive Vice President and Chief Financial Officer. It includes an annual base salary of at least $480,000, a target annual bonus of 65% of his base salary, participation in company benefit plans, and a term extending to May 1, 2020. The agreement also contains provisions for severance, non-compete, non-solicitation, and confidentiality obligations, along with an award of 4,700 shares of common stock vesting over three years.

If Mr. Paradie's employment is terminated, he is entitled to accrued salary, unreimbursed expenses, and benefits for unused sick and vacation days. In the event of termination without cause, 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 bonuses for the termination year, payable over 12 months. He is also subject to non-compete and non-solicitation clauses following termination.

The award of 4,700 shares of common stock to Mr. Paradie serves as an incentive to align his interests with those of shareholders and to encourage long-term commitment to the company. The shares vest in equal one-third increments on April 22 of 2016, 2017, and 2018, meaning he will fully own these shares after the third year, provided he remains employed.