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

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