TransDigm Group (NYSE: TDG) outlines CEO handoff and $25k/month Stein consulting role

Rhea-AI Filing Summary

TransDigm Group Incorporated reports that, as previously announced, Kevin M. Stein retired as President and Chief Executive Officer on September 30, 2025, and Michael J. Lisman has succeeded him as the Company’s new President and Chief Executive Officer. Mr. Stein continues to serve on the Board of Directors.

Effective October 1, 2025, Mr. Stein entered into a Consulting Agreement with TransDigm under which he will act as an advisor to support the executive transition for up to twenty-four months. For these services, he will receive consulting fees of $25,000 per month. Under his existing Stock Option Agreements, his previously awarded stock options remain eligible to vest while he continues to serve the Company, and under the Consulting Agreement he has agreed to forfeit a certain portion of the outstanding options granted during his tenure as Chief Executive Officer.

Insights

Corporate governance and executive compensation analyst

Planned CEO handoff with paid advisory role and partial option forfeiture.

The company confirms a leadership transition where Michael J. Lisman becomes President and CEO, following Kevin M. Stein’s retirement from those roles on September 30, 2025. This change had been previously announced, suggesting an orderly, planned succession rather than an abrupt departure, while Mr. Stein remains on the Board, preserving institutional knowledge.

To support the transition, TransDigm has entered a Consulting Agreement with Mr. Stein effective October 1, 2025, under which he will advise the company for up to twenty-four months for a fee of $25,000 per month. The arrangement states that his prior stock option grants continue to be eligible to vest during his service, but he has agreed to forfeit a portion of the options granted during his time as CEO, which partially offsets ongoing equity benefits.

From an investor perspective, the filing clarifies the structure and cost of the transition period and how Mr. Stein’s equity incentives will be treated. Subsequent disclosures in company filings may provide more detail on the exact number of options forfeited and any further implications for long-term incentive alignment.

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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 1, 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.

As previously announced on May 6, 2025 in a Current Report on Form 8-K filed by TransDigm Group Incorporated (the “Company”), on September 30, 2025, Kevin M. Stein retired as President and Chief Executive Officer of the Company, and Michael J. Lisman succeeded Mr. Stein as the Company’s President and Chief Executive Officer. Mr. Stein remains a member of the Board of Directors of the Company. The Board and the Company are grateful for Mr. Stein’s leadership and longtime service, which spans nearly 11 years, to the Company.

Upon the completion of his executive service, Mr. Stein entered into a Consulting Agreement, dated as of October 1, 2025, with the Company (the “Consulting Agreement”) under which Mr. Stein will serve as an advisor to the Company for up to twenty-four months to support the executive transition. Under the Consulting Agreement, Mr. Stein will receive monthly consulting fees equal to $25,000 per month for his services. Per the terms of Mr. Stein’s previously executed Stock Option Agreements with the Company, Mr. Stein’s previously awarded stock options grants are eligible to continue to vest while he continues to serve the Company. Mr. Stein and the Company agreed under the Consulting Agreement that Mr. Stein will forfeit a certain portion of those outstanding stock options granted as part of his tenure as the Company’s Chief Executive Officer.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Consulting Agreement, dated October 1, 2025, between the Company and Kevin Stein
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 3, 2025

FAQ

What leadership change does TransDigm Group (TDG) report in this 8-K?

TransDigm Group reports that Kevin M. Stein retired as President and Chief Executive Officer on September 30, 2025, and Michael J. Lisman succeeded him as President and Chief Executive Officer. Mr. Stein continues to serve as a member of the Board of Directors.

What is Kevin Stein’s new role with TransDigm Group (TDG) after retiring as CEO?

After retiring as President and Chief Executive Officer, Kevin M. Stein entered into a Consulting Agreement dated October 1, 2025, under which he will serve as an advisor to the company for up to twenty-four months to support the executive transition, while remaining on the Board of Directors.

How much will TransDigm Group (TDG) pay Kevin Stein under the Consulting Agreement?

Under the Consulting Agreement, Kevin M. Stein will receive consulting fees of $25,000 per month for up to twenty-four months in exchange for providing advisory services to support the executive transition.

What happens to Kevin Stein’s stock options following his retirement from TransDigm Group (TDG)?

The filing states that, under the terms of his previously executed Stock Option Agreements, Kevin M. Stein’s previously awarded stock option grants are eligible to continue to vest while he continues to serve the company. In addition, under the Consulting Agreement, Mr. Stein agreed to forfeit a certain portion of the outstanding stock options granted during his tenure as Chief Executive Officer.

How long will the consulting arrangement with former CEO Kevin Stein last at TransDigm Group (TDG)?

The Consulting Agreement provides that Kevin M. Stein will serve as an advisor for up to twenty-four months from October 1, 2025, helping support the executive transition following his retirement as President and Chief Executive Officer.

Which exhibit in the 8-K details Kevin Stein’s Consulting Agreement with TransDigm Group (TDG)?

The Consulting Agreement dated October 1, 2025 between TransDigm Group Incorporated and Kevin Stein is filed as Exhibit 10.1 to this report.