TRIUMPH GROUP, INC. (TGI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff
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TRIUMPH GROUP, INC. (TGI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November10, 2016, the Board of Directors (the Board) of
Triumph Group,Inc. (the Company) finalized and approved revised
compensation arrangements for non-employee directors of the
Company that were recommended by the Nominating and Corporate
Governance Committee of the Board (the Committee). The following
chart summarizes the changes made to the Companys non-employee
director compensation and the reasons for those changes:

PayPrinciple

Changesmade

change the annual equity compensation to restricted stock
units with one-year cliff vesting, to be awarded at the
time of the annual meeting of stockholders

provide a mechanism, through the deferred compensation
plan, for non-employee directors to defer payment of the
restricted stock units and all or a portion of annual cash
compensation into deferred stock accounts, to provide for
payment at or after retirement from the Board

Encourage meaningful ownership of our common stock by
directors

for any deferred equity compensation, provide for the
accrual of dividend equivalents from the vesting date to
the payment date to enhance the stock deferral alternative

increase the stock ownership guidelines to five times the
annual cash retainer fees and add a requirement for each
non-employee director to retain at least 40% of the
after-tax value of vested equity awards until retirement or
other departure from the Board

allow for flexibility of individual choice in the timing
and receipt of payment of compensation, aligned with
increased stock ownership guidelines for directors

increase the annual cash retainer fees and Board Chair and
committee Chair fees

increase the fair market value of the annual equity awards

Provide market competitive pay to attract and retain key
director talent

utilize the same peer group as used for executive
compensation, and position overall director compensation in
line with the median of that peer group

establish maximum limits on annual and discretionary equity
grants

balance the need for a competitive pay program with
evolving practices regarding director pay mix and structure

eliminate sign-on awards

The Board did not change its long-standing policy of not paying
specific per-meeting fees. Daniel J. Crowley, the Chief Executive
Officer, does not receive additional compensation for his service
on the Board.

On November10, 2016, the Board approved the 2016 annual equity
awards of restricted stock units for non-employee directors under
the revised Non-employee Director Compensation Program.


In conjunction with the approval of the revised Non-employee
Director Compensation Program, the Board approved the Triumph
Group,Inc. Directors Deferred Compensation Plan (the Deferred
Compensation Plan). Under the Deferred Compensation Plan,
beginning with annual fees paid and annual equity awards made
in the Companys fiscal year 2018, each non-employee director
will be able to defer receipt of annual fees and/or annual
equity awards into deferred cash accounts or deferred stock
accounts. The maximum deferral period is five years after
retirement or other departure from the Board. The purpose of
the Deferred Compensation Plan is to allow for flexibility of
individual choice in the timing and receipt of payment of Board
compensation, while encouraging equity ownership by
non-employee directors.

The new Non-employee Director Compensation Program, effective
July21, 2016, and the Triumph Group,Inc. Directors Deferred
Compensation Plan are attached to this Form8-K as Exhibit10.1
and Exhibit10.2, respectively, and each is incorporated by
reference herein.

Item 9.01 Financial Statements and
Exhibits

(d) Exhibits

No.

Description

10.1

Triumph Group,Inc. Non-employee Director Compensation
Program, effective July21, 2016

10.2

Triumph Group,Inc. Directors Deferred Compensation Plan,
effective January1, 2017


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About TRIUMPH GROUP, INC. (TGI)