Defense Supplier TransDigm Gives Legal Chief $11 Million Package

TransDigm Group Inc., which designs and makes components for the aerospace and defense industries, awarded $11 million in total compensation last year to its new top lawyer, Jessica Warren.

Warren received roughly $447,500 in base salary and about $433,300 in non-equity incentive plan cash compensation, TransDigm disclosed in a proxy statement filed Jan. 26. The largest amount of her pay package is a five-year, performance-based stock option award valued at more than $10.1 million that spans the duration of Warren’s TransDigm employment agreement, which concludes Dec. 31, 2027, the company said.

TransDigm tapped Warren, a former associate general counsel at the company who started her legal career at Cleveland-based Tucker Ellis, to be its top legal and compliance executive and corporate secretary in February 2023. Warren took over those roles from Halle Martin, who retired that same month.

A Pentagon inspector general’s report in 2021 faulted TransDigm for overcharging the US federal government for spare parts. The Pentagon has sought refunds from Cleveland-based TransDigm, whose work as a government subcontractor has continued to come under scrutiny.

TransDigm and its senior executives agreed in 2022 to resolve shareholder litigation in Delaware over claims that the company overpaid certain members of its board and management. One of those individuals was TransDigm’s former chief executive W. Nicholas Howley, who received $61 million in 2017 prior to stepping down to become executive chairman of the company’s board.

Martin, a former partner at Baker & Hostetler in Cleveland, where she had been outside counsel to TransDigm, earned more than $7.4 million in total compensation during 2022. She had served as TransDigm’s top lawyer since March 2012. As part of a separation and consulting agreement with TransDigm, Martin has continued to provide legal services to the company.

Baker & Hostetler counseled TransDigm last year on its nearly $1.4 billion buy of an electron device business and its $725 million acquisition of aviation transportation and research company Calspan Corp.