TDG adds CEO Michael Lisman and veteran Peter Palmer to its Board

Rhea-AI Filing Summary

TransDigm Group Incorporated announced two Board appointments. On October 23, 2025, the Board named Michael Lisman, the Company’s President and CEO, and Peter Palmer, a former Executive Vice President, as directors, effective immediately.

Lisman previously served as Co-Chief Operating Officer, Chief Financial Officer and Executive Vice President, including leading M&A. Palmer retired at the end of 2024 after a 24-year career, with leadership roles across operating units and experience in governance and mergers and acquisitions. Neither appointee was assigned to Board committees, and the Company disclosed no related party transactions under Item 404(a).

Insights

Corporate Governance Analyst

Board expands with CEO and seasoned former EVP; governance continuity rises, independence trade-offs remain.

TransDigm appointed two directors on October 23, 2025: **Michael Lisman**, the current President and CEO, and **Peter Palmer**, a former Executive Vice President who retired at the end of 2024. Neither has been assigned to board committees at this time. The company disclosed no selection arrangements and no related party transactions requiring reporting.

This adds deep internal operating and M&A experience to the board. CEO board service typically enhances board access to company information and strategic context, while a long-tenured former executive brings institutional knowledge and integration experience. The absence of committee appointments limits immediate changes to audit, compensation, or nominating oversight structures.

Key considerations are governance balance and oversight dynamics as the CEO joins the board. Investors may watch for any subsequent committee assignments, board size and composition changes, and disclosures in the next proxy regarding director independence and tenure. The effective date is October 23, 2025, so any impact on governance processes could be reflected in upcoming board meetings and the next annual meeting cycle.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2025

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-32833

41-2101738

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1350 Euclid Avenue,

Suite 1600,

Cleveland,

Ohio

44115

(Address of principal executive offices)

(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol:

Name of each exchange on which registered:

Common Stock, $0.01 par value

TDG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On October 23, 2025, the Board of Directors (the “Board”) of TransDigm Group Incorporated (the “Company” or “TransDigm”) appointed Michael Lisman and Peter Palmer to the Company’s Board, effective immediately.

Mr. Lisman currently serves as the Company’s President and Chief Executive Officer. Mr. Lisman previously served as Co-Chief Operating Officer of the Company, Chief Financial Officer of the Company, and an Executive Vice President of the Company, with direct operational oversight for several TransDigm's operating units. Additionally, Mr. Lisman previously led the Company's Mergers and Acquisitions group.

Mr. Palmer previously served as an Executive Vice President of the Company prior to his retirement at the end of 2024, following a 24-year career at TransDigm. Prior to becoming an Executive Vice President of the Company, he served as President of several TransDigm operating units. He brings to the Board extensive operational and corporate leadership experience, as well as significant expertise in corporate governance and mergers and acquisitions. Over the course of his career, Mr. Palmer has held numerous senior roles involving operations, strategic development, and business integration, and has served on other aerospace company boards.

Neither Mr. Lisman nor Mr. Palmer has been appointed to any committees of the Board.

There are no arrangements or understandings between either of the newly appointed directors and any other person pursuant to which they were selected as directors, and there are no related party transactions between either Mr. Lisman or Mr. Palmer and the Company that would be reportable under Item 404(a) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM GROUP INCORPORATED
By:									/s/ Armani Vadiee
			Name:						Armani Vadiee
			Title:						General Counsel, Chief Compliance Officer and Secretary

Dated: October 23, 2025

FAQ

What did TransDigm (TDG) announce on October 23, 2025?

The Board appointed Michael Lisman and Peter Palmer as directors, effective immediately.

Who is Michael Lisman at TransDigm (TDG)?

He is the Company’s President and Chief Executive Officer and now a director; he previously served as Co-COO, CFO, and EVP, and led M&A.

Who is Peter Palmer and what is his background at TDG?

A former Executive Vice President who retired at the end of 2024 after a 24-year career, with operating, governance, and M&A experience.

Were the new TDG directors assigned to any Board committees?

No. Neither Michael Lisman nor Peter Palmer has been appointed to any committees.

Did TDG disclose any related party transactions for the new directors?

No. The Company stated there are no related party transactions reportable under Item 404(a).

Were there any arrangements leading to these TDG director appointments?

No. The Company stated there are no arrangements or understandings with any person for their selection.