UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Triumph Group, Inc.

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Triumph Group, Inc.

2023 Proxy Statement

Notice of Annual Meeting of Stockholders

To Be Held on July 20, 2023

To the holders of shares of our common stock:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Triumph Group, Inc. (“Triumph” or the “Company”) will be held on Friday, July 20, 2023, beginning at 9:00 a.m. Eastern Time and conducted virtually via a live audio webcast on the Internet. You may virtually attend, vote and submit questions during the Annual Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/TGI2023. You will not be able to attend the Annual Meeting in person, nor will there be any physical location.

Only stockholders of record at the close of business on May 22, 2023 are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. We are committed to ensuring our stockholders have the same rights and opportunities to participate in the Annual Meeting as if it had been held in a physical location. While we encourage you to vote in advance of the Annual Meeting, you may also vote and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions). You may vote by telephone, Internet or mail prior to the Annual Meeting.

As further described in the proxy materials for the Annual Meeting, you are entitled to virtually attend the Annual Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/TGI2023. To be admitted to the Annual Meeting you must enter the 16-digit control number found next to the box with the arrow included on your Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on July 20, 2023 (the “Notice”) or proxy card (if you receive a printed copy of the proxy materials).The Annual Meeting will be held for the following purposes:

Management currently knows of no other business to be presented at the Annual Meeting. If any other matters come before the meeting, the persons named in the accompanying proxy will vote with their judgment on those matters.

On June [●], 2023, we began mailing to certain stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) for the Annual Meeting containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 and how to vote by Internet or mail. By furnishing the Notice instead of a printed copy of the proxy materials, we are lowering printing and mailing costs and reducing the environmental impact of the Annual Meeting. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.

By Order of the Board of Directors,

Jennifer H. Allen

Secretary

June [●], 2023

Table of Contents

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the Company's future operations and prospects, including statements that are based on current projections and expectations about the markets in which it operates, and management's beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words like "may," "might," "will," "expect," "anticipate," "plan," "believe," "potential," and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from management's current expectations. For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by the Company. In addition to these factors, among other factors that could cause actual results to differ materially, are uncertainties relating to the integration of acquired businesses, general economic conditions affecting the Company’s business segments, the impact of the dependence of certain of the Company’s businesses on certain key customers, the risk that the Company will not realize all of the anticipated benefits from acquisitions as well as competitive factors relating to the aerospace industry. Further, macroeconomic and geopolitical conditions, including the COVID-19 pandemic, inflation, interest rates and the conflict between Russia and Ukraine, could adversely and materially affect, among other things, the economic and financial markets and labor resources of the countries in which the Company operates, the Company’s manufacturing and supply chain operations, commercial operations and sales force, administrative personnel, third-party service providers, business partners and customers and the demand for the Company’s products, which could result in a material adverse effect on the Company’s business, financial conditions and results of operations. For more information on the potential factors that could affect the Company’s financial results and business, review the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2023, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. The Company does not intend to update publicly any forward-looking statements except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement may not occur.

GENERAL INFORMATION

Triumph Group, Inc. (“Triumph”, the “Company”, “we”, “us” or “our”) first made these materials available to stockholders on or about June [●], 2023 on the Internet or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies by the Board of Directors of the Company for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Friday, July 20, 2023 at 9:00 a.m. Eastern Time. The Company will conduct the Annual Meeting virtually via a live audio webcast on the Internet. Hosting the Annual Meeting via the Internet provides expanded access, reduced environmental impact and cost savings for our stockholders and the Company. We also believe hosting a virtual meeting enables increased stockholder attendance and participation. In addition, we intend for the virtual meeting format to provide stockholders a similar level of transparency to the traditional in person meeting format. You may virtually attend, ask questions relating to meeting matters and vote during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/TGI2023. Only stockholders of record at the close of business on May 22, 2023 are entitled to notice of, and to vote at, the Annual Meeting, or at any adjournment or postponement thereof.

To virtually attend the Annual Meeting, visit www.virtualshareholdermeeting.com/TGI2023 and enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials for the Annual Meeting, on your proxy card, or on the voting instructions that accompanied your proxy materials. Check-in for the Annual Meeting will begin at 8:45 a.m. Eastern Time and we encourage you to check-in prior to the start of the Annual Meeting and to allow ample time for the check-in procedures. The meeting will begin promptly at 9:00 a.m. Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Company’s corporate office. A list of stockholders as of the close of business on the record date will also be available for examination by the stockholders at the Annual Meeting.

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice Regarding the Availability of Proxy Materials (the “Notice”) for the Annual Meeting that was mailed to most of our stockholders will instruct you as to how you may access and review all of the proxy materials for the Annual Meeting on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. You may request printed copies up until one year after the date of the Annual Meeting.

The website on which you will be able to view our proxy materials will also allow you to choose to receive all future proxy materials electronically, which will save the Company the cost of printing and mailing documents to you and reduces the environmental impact of the Annual Meeting. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it.

Sending a signed proxy will not affect your right to participate in the Annual Meeting and cast your vote during the meeting because the proxy is revocable. You have the power to revoke your proxy by, among other methods, giving written notice to the Secretary of the Company at any time before your proxy is exercised or by virtually attending the Annual Meeting and voting via the internet at by visiting www.virtualshareholdermeeting.com/TGI2023. A legal proxy is required if you hold your shares in street name and you plan to vote via the Internet at the Annual Meeting.

In the absence of contrary instructions, the shares represented by proxies that are properly dated, executed and returned, will be voted:

“FOR” the nine nominees for director stated thereon;

“FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024;

“FOR” the approval, by advisory vote, of the compensation paid to our named executive officers for fiscal year 2023;

“ONE YEAR” for, the approval, by advisory vote, of the frequency of future advisory votes on executive compensation;

“FOR” the approval of the amendment of our Amended and Restated Certificate of Incorporation to increase our Company's authorized shares of common stock from 100,000,000 to 200,000,000 shares;

“FOR” the approval of the amendment of our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware;

“FOR” the approval of the amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to increase the number of shares available for issuance under the plan;

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“FOR” the approval of the amendment to the Triumph Group, Inc. 2016 Directors' Equity Compensation Plan to increase the number of shares under the plan; and

“AGAINST” the adoption of a policy and amendment of the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company.

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VOTE REQUIRED FOR APPROVAL

General

Holders of record of our common stock as of the close of business on May 22, 2023 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof. Holders of shares of common stock are entitled to vote on all matters properly brought before the Annual Meeting.

As of the Record Date, there were 65,490,273 shares of common stock outstanding and entitled to vote on the election of directors and all of the other matters discussed in this Proxy Statement. No shares of our preferred stock were outstanding as of the Record Date. Each outstanding share of common stock entitles the holder to one vote. All votes will be counted by Broadridge Financial Solutions, Inc.

The presence virtually or represented by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

Proposal No. 1 – Election of Directors

In an uncontested election (which is the case for the election of directors at the Annual Meeting), a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. A majority of the votes cast means that the number of shares voted “for” a director nominee’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include direction to withhold authority in each case. Abstentions and broker non-votes are not considered votes cast on this proposal and, therefore, will have no effect on the results of the vote on this proposal. Our Amended and Restated Bylaws (the “Bylaws”) contain detailed procedures to be followed in the event that one or more directors do not receive a majority of the votes cast at the Annual Meeting.

Proposal No. 2 – Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2024

Ratification of the Audit Committee's selection of our independent registered public accounting firm will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. The ratification of the selection of our independent registered public accounting firm is considered a routine matter. Therefore, no broker non-votes are expected with respect to this proposal.

Proposal No. 3 – Approval, by Advisory Vote, of Compensation Paid to Our Named Executive Officers for Fiscal Year 2023

Approval, by advisory vote, of the compensation paid to our named executive officers for fiscal year 2023 will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have the same effect as an against vote on this proposal. The vote on this proposal is advisory in nature and, therefore, not binding on the Company. However, our Board and the Human Capital and Compensation Committee (the “Compensation Committee”) will consider the outcome of this vote in its future deliberations regarding executive compensation.

Proposal No. 4 – Approval, by Advisory Vote, of the Frequency of Future Advisory Votes on Executive Compensation

Section 14A of the Exchange Act requires us to submit a non-binding, advisory resolution to shareholders at least once every six years to determine whether advisory votes on executive compensation should be held every one, two or three years. Presently, we hold the advisory vote on executive compensation once every year. For the approval of the frequency of future advisory votes on executive compensation, stockholders may vote for "one year," "two years," or "three years," or may abstain from voting. The option of one year, two years or three years that receives the most votes of holders of the shares having voting power present in person or represented by proxy will be the frequency of the future advisory votes on executive compensation selected by our stockholders. Abstentions are counted toward the tabulation of votes on this proposal and will have no effect on the results of this proposal. Broker non-votes will have no effect on the results of the vote on this proposal. In the absence of favorable vote of holders of a majority of the stock having voting power present in person or represented by proxy in support of any one frequency, the option of one year, two years, or three years that receives the greatest number of "for" votes will be considered the frequency selected by our stockholders. This vote is advisory in nature and, therefore, not binding on the Company. However, the Board of Directors will consider the outcome of this vote in its future deliberations.

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Proposal No. 5 – Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase our Authorized Shares of Common Stock from 100,000,000 to 200,000,000 Shares

Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase our authorized shares of common stock from 100,000,000 to 200,000,000 shares will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have no effect on the results of the vote on this proposal.

Proposal No. 6 – Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware

Approval of an amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have no effect on the results of the vote on this proposal.

Proposal No. 7 – Approval of an Amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance Under the Plan

Approval of an amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to increase the number of shares available for issuance under the plan will require the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have the same effect as an against vote.

Proposal No. 8 – Approval of an Amendment to the Triumph Group, Inc. 2016 Directors' Equity Plan to Increase the Number of Shares Available for Issuance Under the Plan

Approval of an amendment to the Triumph Group, Inc. 2016 Directors' Equity Plan to increase the number of shares available for issuance under the plan will require the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have the same effect as an against vote.

Proposal No. 9 – Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company

Approval of the stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have the same effect as an against vote.

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PROPOSALS TO STOCKHOLDERS

Proposal No. 1 – Election of Directors

The Board of Directors of the Company (the “Board” or the “Board of Directors”) currently consists of nine directors: Paul Bourgon, Daniel J. Crowley, Cynthia M. Egnotovich, Daniel P. Garton, Barbara W. Humpton, Neal J. Keating, William L. Mansfield, Colleen C. Repplier, and Larry O. Spencer. At the Annual Meeting, seven of the current directors are being submitted as nominees for election by the stockholders for a term ending at the next annual meeting of stockholders and when each such director’s successor is duly elected and qualified. Upon the Annual Meeting, Mr. Mansfield and Mr. Spencer will retire from the Board following 11 and five years of service, respectively. Mr. Mansfield and Mr. Spencer had no disagreement with the Company, its management, the Board or any committee of the Board on any matter.

To fill one of the two vacancies created by their resignation, our Nominating, Governance, and Sustainability Committee identified Patrick E. Allen as an independent director to stand for election to the Board. In connection with a cooperation agreement (the “Cooperation Agreement”) with Vision One Management Partners (“Vision One”), dated as of May 30, 2023, Courtney R. Mather, CEO and CIO of Vision One, has been nominated to stand for election to the Board. If elected, Mr. Mather will fill the second of the two vacancies left by Mr. Mansfield’s and Mr. Spencer’s retirement. As part of the Cooperation Agreement, Vision One agreed, among other things, (i) to customary standstill provisions until the date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s Bylaws with respect to the Company’s 2024 annual meeting of stockholders (the “Expiration Date”) and (ii) to vote its shares in favor of the Board of Directors’ slate of directors at the Annual Meeting. The Cooperation Agreement also provides that Julio C. Acero, Investment Analyst of Vision One, will serve as a non-voting observer on the Board following the Annual Meeting and until the Expiration Date.

The table below lists the name of each person nominated by the Board to serve as a director for the coming year. Each nominee has consented to be named as a nominee and, to our knowledge, is willing to serve as a director, if elected. Should any of the nominees not remain a nominee at the end of the Annual Meeting (which is not anticipated), solicited proxies will be voted in favor of those who remain as nominees and may be voted for substitute nominees. Unless contrary instructions are given on the proxy, the shares represented by a properly executed proxy will be voted “FOR” the election of Patrick E. Allen, Paul Bourgon, Daniel J. Crowley, Cynthia M. Egnotovich, Daniel P. Garton, Barbara W. Humpton, Neal J. Keating, Courtney R. Mather, and Colleen C. Repplier. Proxies cannot be voted for a greater number of persons than the number of nominees named.

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Composition of Board Nominees

The principal occupations of each nominee and the experience, qualifications, attributes or skills that led to the conclusion that such nominee should serve as a director for the coming year are as follows:

Patrick E. Allen

Chief Financial Officer, Collins Aerospace (Retired)

58 years old

Director since: 2023

Independent

Biographical Information

Patrick E. Allen served as the Chief Financial Officer for Collins Aerospace, a division of Raytheon Technologies, from 2018 until 2022. He had previously served as the Chief Financial Officer for Rockwell Collins from 2015 until 2018, having taken on roles of increasing responsibility at Rockwell Collins since he joined the company in 1998. Mr. Allen has served as a director of Alliant Energy Corporation since 2013 and Austal USA since 2022. He received his B.S. in Finance from The Pennsylvania State University.

Experience

Mr. Allen's long track record of leading finance and treasury functions in the aerospace industry will greatly benefit the Company, along with his extensive expertise in capital markets, accounting, and SEC financial reporting. In addition, he will add strong knowledge of the Company's customers and suppliers to the Board.

Paul Bourgon

President, Aeroengine Division SKF USA (Retired)

66 years old

Director since: 2008

Independent

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Biographical Information

Paul Bourgon has been a director of Triumph since 2008. Mr. Bourgon is the former General Manager—Global Sales and Engineering for SKF Aeroengine, a position he held from 2006 until May 2021. SKF Group supplies products, solutions and services within rolling bearings, seals, mechatronics, services and lubrication systems and SKF Aeroengine, a division of SKF Group, focuses on providing services in bearing repair and overhaul. Prior to joining SKF Aeroengine, Mr. Bourgon served as Vice President Marketing of Heroux-Devtex Inc., a company that then supplied the commercial and military sectors with landing gear, airframe structural components, including kits, and aircraft engine components. Mr. Bourgon also serves on the board of directors of Venture Aerobearing LLC.

Experience

Mr. Bourgon’s experience as a president of a significant aerospace business and his experience within the aerospace industry enable him to serve as an additional point of reference on trends and developments affecting Triumph’s business and its customers, suppliers and competitors. In addition, his background as a Chartered Accountant, member of the Canadian Institute of Chartered Accountants since 1983, articling with Coopers & Lybrand in Montreal in the Auditing and Taxes departments, as well as his ongoing responsibility for the financial statements of the business he manages, enables him to lend additional financial expertise to the deliberations of the Board.

Daniel J. Crowley

Chairman, President and Chief Executive Officer, Triumph Group, Inc.

60 years old

Director since: 2016

Biographical Information

Daniel J. Crowley has been a director of Triumph since 2016. Mr. Crowley has served as Triumph’s President and Chief Executive Officer since January 4, 2016. In November 2020, Mr. Crowley became Chairman of the Board. Mr. Crowley served as a corporate Vice President and President of Integrated Defense Systems at Raytheon Company from 2013 until 2015, and as President of Network Centric Systems at Raytheon Company from 2010 until 2013. Prior to joining Raytheon Company, Mr. Crowley served as Chief Operating Officer of Lockheed Martin Aeronautics after holding a series of increasingly responsible assignments across its space, electronics, and aeronautics sectors. Mr. Crowley has served on the Board of Directors of Knowles Corporation since July 2022. He also serves on the Board of Governors of the Aerospace Industries Association and is a member of the National Association of Corporate Directors.

Experience

Mr. Crowley brings to the Board 39 years of operational, strategic, and governance experience during which he has held senior leadership roles in multi-site engineering, manufacturing, and service businesses. He led the development, production, and deployment of some of the largest and most complex aerospace and defense products in support of a global customer base, generating significant shareholder value in multiple settings. He provides the Board with detailed information about Triumph’s businesses and communicates management’s perspective on important matters to the Board.

Cynthia Egnotovich

President, Customer Service, UTC Aerospace Systems, United Technologies Corporation (Retired)

66 years old

Director since: 2022

Independent

Biographical Information

Cynthia M. Egnotovich joined the board of Triumph in September 2022 following a search conducted by the Nominating, Governance, and Sustainability Committee. Ms. Egnotovich is the former President, Customer Service, UTC Aerospace Systems of United Technologies Corporation, a position she held from July 2012 to November 2013 at which time she retired. She previously served as Segment President, Nacelles and Interior Systems, for Goodrich Corporation from 2007 to 2012. Goodrich was combined with Hamilton Sundstrand to create the UTC Aerospace Systems business unit. Ms. Egnotovich joined Goodrich in 1986 in finance before moving into general management and serving as in leadership roles of increasing significance, including Segment President of Engine Systems, Segment President of Electronic Systems and Segment President of Engine & Safety Systems. She is an experienced director, currently serving on the Board of Directors of Hexcel Corporation since January 2015. She also previously served as Chair and member of the Board of Directors of Welbilt, Inc. from 2016 to July 2022, when it was acquired, and as a member of the Board of Directors of Manitowoc Corporation from 2008 until 2016.

Experience

Ms. Egnotovich offers the Board the benefit of her extensive manufacturing and aerospace industry knowledge, including her understanding of the Company's customers and product and service offerings. She also contributes her significance governance experience to the Board.

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Daniel P. Garton

Chief Executive Officer and President, American Eagle, American Airlines (Retired)

66 years old

Director since: 2018

Independent

Biographical Information

Daniel P. Garton has been a director of Triumph since February 2018. Mr. Garton is the former Chief Executive Officer and President of American Eagle Holding Corporation, a wholly owned subsidiary of American Airlines, a position he held from June 2010 until December 2014, at which time he retired. He previously served as Executive Vice President and Chief Marketing Officer for American Airlines, and Senior Vice President and Chief Financial Officer of Continental Airlines. He also served as a director of Liberty Property Trust until its acquisition by Prologis, Inc. in February 2020. In addition, he served as a director of Republic Airways Holdings Inc. from 2014 to 2017.

Experience

The Company benefits from Mr. Garton’s diverse functional leadership experiences during his career of over 30 years in the airline industry in key management and financial positions. In addition, he brings extensive experience working with many of the aerospace customers Triumph serves, including Boeing, Airbus, Bombardier and Embraer and with Tier 2 major component and engine suppliers, and aftermarket service providers.

Barbara W. Humpton

Chair and Chief Executive Officer, Siemens USA

62 years old

Director since: 2019

Independent

Biographical Information

Barbara W. Humpton has been a director of Triumph since September 2019. Ms. Humpton is the Chair and Chief Executive Officer of Siemens USA where she leads strategy, operations and services for the largest subsidiary of Siemens AG, one of the world’s largest producers of energy-efficient, resource-saving technologies. Ms. Humpton joined Siemens in 2011 and held roles of increasing responsibility in the Siemens Government Technologies business, ultimately being named President and CEO of the business. Prior to joining Siemens, Ms. Humpton was a Vice President at Booz Allen Hamilton where she was responsible for program performance and new business development for technology consulting with the Department of Justice and Department of Homeland Security. Earlier, Ms. Humpton served as Vice President at Lockheed Martin with responsibility for Biometrics Programs, Border and Transportation Security and Critical Infrastructure Protection.

Experience

Ms. Humpton’s experience in managing large and complex manufacturing businesses is of significant benefit to the Company, as is her global industry experience. She also brings to the Board significant leadership skills that are used to serve the Company’s interests.

Neal J. Keating

Chairman and Chief Executive Officer, Kaman Corporation (Retired)

67 years old

Director since: 2022

Independent

Biographical Information

Neal J. Keating joined the Triumph Board of Directors in April 2022. Mr. Keating served as Chief Executive Officer and Chairman of the Board of Kaman Corporation from January 2008 until his retirement in April 2021. Prior to Kaman, Mr. Keating served as Chief Operating Officer at Hughes Supply, a $5.4 billion industrial distributor, as Chief Executive Officer of GKN Aerospace, a $1 billion aerospace subsidiary of GKN, Plc, serving also as Executive Director on the Board of Directors of GKN Plc and as a member of the Board of Directors of Agusta-Westland Helicopter. From 1978 to 2002, he served in increasingly senior positions at Rockwell International with his final role as Executive Vice President and Chief Operating Officer of Rockwell Collins, Commercial Systems. Mr. Keating serves on the Board of Directors for Hubbell, Inc., Barnes Group Inc., and Form Technologies. He is also a Trustee of Embry- Riddle Aeronautical University and a member of the Board of Directors for Avon Old Farms School.

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Experience

Mr. Keating's broad-based management experience, strong corporate governance background, and deep expertise in the aerospace and defense industry make him a valuable member of the Board. He also has a strong understanding of the Company's customers and suppliers.

Courtney R. Mather

Chief Executive Officer and Chief Investment Officer, Vision One Management Partners, LP

46 years old

Director since: 2023

Independent

Biographical Information

Courtney R. Mather is, and has been since January 1, 2022, the Chief Executive Officer and Chief Investment Officer of Vision One Management Partners, LP. Mr. Mather formerly served as a Portfolio Manager and Managing Director of Icahn Capital, the entity through which Carl C. Icahn manages investment funds. Mr. Mather worked at Icahn Capital from April 2014 to March 2020. Prior to joining Icahn Capital, Mr. Mather was at Goldman Sachs & Co. from 1998 to 2012, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather has served as a director of Caesars Entertainment Corporation since March 2019 and as a director of Newell Brands Inc. since March 2018. Mr. Mather previously served on the boards of Cheniere Energy, Inc., Conduent Incorporated, Freeport-McMoRan Inc., and Herc Holdings Inc. Mr. Mather holds the Chartered Alternative Investment Analyst, Chartered Financial Analyst and Certified Financial Risk Manager designations.

Experience

Mr. Mather has a detailed knowledge of accounting and financial analysis, corporate strategy, risk governance, company capitalization structures and the capital markets. Additionally, Mr. Mather’s experience on public company boards in a variety of industries provides him with a broad understanding of the responsibilities of public company boards, governance matters and public relations issues applicable to public companies.

Colleen C. Repplier

Vice President and General Manager of Johnson Controls (Retired)

62 years old

Director since: 2019

Independent

Biographical Information

Colleen C. Repplier has been a director of Triumph since August 2019. Ms. Repplier retired in June 2018 as Vice President and General Manager of Johnson Controls (“JCI”), where she was responsible for a $4.5 billion global portfolio of HVAC businesses with 20,000 employees. She had previously been with Tyco International since 2007, holding the title of President of the fire protection products strategic business unit during that time and joined JCI in 2016 as a result of JCI’s purchase of Tyco. Prior to Tyco, Ms. Repplier held senior leadership positions at The Home Depot from 2005 to 2007. Prior to 2005, Ms. Repplier spent 20 years in the energy industry, holding engineering and marketing roles with Westinghouse Electric Company and Bechtel Corporation as well as progressing through commercial and general management assignments at General Electric. She has served as a director of Kimball Electronics since November 2014. She also served as a director of SKF Group from March 2018 until March 2023.

Experience

Ms. Repplier’s broad experience leading global industrial businesses is of significant value to the Company. Her engineering background and experience in operations and six-sigma methodologies provide strong insights into improvement opportunities for the Company. In addition, her board experiences with Kimball Electronics and SKF Group greatly benefits the Company.

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Proposal No. 2 – Ratification of Selection of Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending March 31, 2024, and the stockholders are asked to ratify this selection. EY has served as our independent registered public accounting firm since 1993. All audit and non-audit services provided by EY are approved by the Audit Committee. EY has advised us that it has no direct or material indirect interest in us or our affiliates. Representatives of EY are expected to virtually attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Fees to Independent Registered Public Accounting Firm for Fiscal Years 2022 and 2023

Audit Fees

EY’s fees associated with the annual audit of financial statements, the audit of internal control of financial reporting, the reviews of the Company’s quarterly reports on Form 10-Q, statutory audits, assistance with and review of documents filed with the SEC, issuance of consents and accounting consultations for the fiscal years ended March 31, 2023 and 2022 were $3.6 million and $3.5 million, respectively.

Audit-Related Fees

EY’s fees for the fiscal years ended March 31, 2023 and 2022, for assurance and related services that were reasonably related to the performance of the audits of our financial statements were $0.6 million and $0.7 million, respectively. For the fiscal years ended March 31, 2023 and 2022, these audit-related services were primarily related to due diligence services and defined benefit plan audits.

Tax Fees

EY’s fees for the fiscal years ended March 31, 2023 and 2022, for tax compliance, tax advice and tax planning were $0.2 million in each fiscal year. These services consisted primarily of the review of the Company’s U.S. Federal income tax return Form 1120 and consultation regarding transfer pricing.

All Other Fees

EY did not perform any material professional services other than those described above in the fiscal years ended March 31, 2023 and 2022.

Audit Committee Pre-Approval Policy

The Audit Committee pre-approved the engagement of EY to render all of the audit and the permitted non-audit services described above. The Audit Committee has determined that EY’s rendering of all other non-audit services is compatible with maintaining auditor independence. The Audit Committee has delegated to its chair or, if he is unavailable, any other member of the Audit Committee, the right to pre-approve all audit services, between regularly scheduled meetings, subject to presentation to the full Audit Committee at its next meeting.

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Proposal No. 3 – Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2023

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) added Section 14A to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation paid to our named executive officers for fiscal year 2022 as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (“SEC”). Currently, we hold this vote annually.

We seek to closely align the interests of our named executive officers with the interests of our stockholders. Our executive compensation programs are intended to achieve several business objectives, including: (i) recruiting and retaining our executives with the talent required to successfully manage our business; (ii) motivating our executives to achieve our business objectives; (iii) instilling in our executives a long-term commitment to the Company’s success by providing elements of compensation that align the executives’ interests with those of our stockholders; (iv) providing compensation that recognizes individual contributions as well as overall business results; and (v) avoiding or minimizing the risks of incentivizing management behavior that is inconsistent with the interests of our stockholders. Our Compensation Discussion and Analysis (the “CD&A”), included below, describes in detail the components of our executive compensation program, the process by which our Board of Directors makes executive compensation decisions, and the compensation paid to our named executive officers for fiscal year 2023. Highlights of our executive compensation program include the following:

The vote on this proposal is advisory, which means that the approval of the compensation paid to our named executive officers is not binding on the Company, the Board or the Compensation Committee of the Board. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers for fiscal year 2023, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is a significant vote against the compensation paid to our named executive officers as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address our stockholders’ concerns. Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal year 2023, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables, and narrative discussion, is hereby APPROVED, on a non-binding, advisory basis.

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Proposal No. 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

Section 14A of the Exchange Act, which was added by the Dodd-Frank Act, also requires that we provide stockholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently to vote on future advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

Stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may abstain from casting a vote on this proposal. At the Company's 2011 annual meeting of stockholders, stockholders voted to have the advisory vote on executive compensation once every year.

The Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company and, therefore, the Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. In determining to recommend that stockholders vote for a frequency of once every year, the Board of Directors considered that an advisory vote on executive compensation every year allows our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Setting a one-year period for holding this stockholder vote enhances stockholder communication by providing a clear, simple means for the Company to obtain information on investor sentiment about our executive compensation philosophy.

This vote is advisory, which means that the vote on executive compensation is not binding on the Company, the Board of Directors, or the Compensation Committee. The Company recognizes that stockholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of future advisory votes on executive compensation. The Board of Directors and the Compensation Committee will take into account the outcome of the vote; however, when considering the frequency of future advisory votes on executive compensation, the Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes of holders of the shares having voting power present in person or represented by proxy. Also, in accordance with applicable law, at least every six years stockholders will have the opportunity to recommend the frequency of future advisory votes on executive compensation.

Stockholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, or three years (or abstain) when voting in response to the resolution set forth below.

The enclosed proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two, or three years, or abstain from voting) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the Board of Directors.

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Proposal No. 5 – Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Increase our Authorized Shares of Common Stock from 100,000,000 to 200,000,000 Shares

Our Amended and Restated Certificate of Incorporation currently authorizes the issuance of 100,000,000 shares of common stock, $.001 par value per share. Our Board of Directors has approved, subject to stockholder approval, and is recommending to our stockholders for approval, an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000. The additional shares of our common stock, if and when issued, would have the same rights and privileges as the shares of our common stock that are currently authorized. The holders of common stock are not entitled to preemptive rights or cumulative voting.

The proposed amendment would not increase the authorized number of shares of our preferred stock.

If our stockholders approve this Proposal No. 5 we expect to file a certificate of amendment with the Delaware Secretary of State to increase the number of authorized shares of our common stock as soon as practicable following stockholder approval. On filing of the certificate of amendment with the Delaware Secretary of State, Section FOURTH, Subsection A of our Amended and Restated Certificate of Incorporation will be amended and restated in its entirety as follows:

“FOURTH: A. The number of shares of stock which the Corporation shall have authority to issue is 200,000,000 shares of Common Stock, $.001 par value per share ("Common Stock"), and 250,000 shares of Preferred Stock, $.01 par value per share ("Preferred Stock").”

The purpose of the amendment is to provide us greater flexibility with respect to managing our common stock in connection with such general corporate purposes as may be considered advisable by our Board. These corporate purposes could include, without limitation, [the issuance of shares in connection with equity or convertible debt financings; the issuance of shares in connection with acquisitions; the issuance of shares on exercise of options or other awards granted under our equity compensation plan or in connection with other employee benefit plans; and other general corporate purposes. We do not have any current plan, commitment, arrangement, understanding, or agreement, either oral or written, regarding the issuance of shares of common stock in connection with acquisitions

or pursuant to an equity financing outside of the exercise of options under our existing equity compensation plan, and we have not allocated any specific portion of the proposed increase in the authorized number of shares of common stock to any particular purpose.

The increase in authorized shares will not have any immediate effect on the rights of existing stockholders. However, our Board may issue authorized shares without requiring future stockholder approval of such issuances, except as may be required by the Amended and Restated Certificate of Incorporation, as amended, and applicable law and regulations. To the extent that the additional authorized shares are issued in the future other than in connection with a stock dividend, they will decrease the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued as compared to the price paid by existing stockholders for their shares, could be dilutive to our existing stockholders.

The proposed increase in the number of authorized shares of common stock is not intended to impede a change in control of the company, and we are not aware of any current efforts to acquire control of the company. It is possible, however, that the authorization of the additional shares of our common stock pursuant to this proposal could, under certain circumstances, enable the Board of Directors to delay or prevent a change in control by providing the company the capability to engage in actions that would be dilutive to a potential acquirer, pursue alternative transactions or otherwise increase the potential cost to acquire control of the company.

Approval of our Amended and Restated Certificate of Incorporation to increase our authorized shares of common stock will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have no effect on the results of the vote on this proposal.

If this Proposal No. 5 is approved by our stockholders, all other sections of our Amended and Restated Certificate of Incorporation would be maintained in their current form. The amendment would become effective upon the filing of a Certificate of Amendment to

our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we intend to do promptly after the Annual Meeting if this Proposal No. 5 is approved by our stockholders. In the event that the amendment is not approved by our stockholders at the Annual Meeting, the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety. Our Board reserves the right, notwithstanding stockholder approval of the amendment and without further action by our stockholders, not to proceed with the amendment at any time before it becomes effective.

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Under Delaware law, stockholders are not entitled to appraisal rights with respect to the amendment, and we will not independently provide our stockholders with any such right.

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Proposal No. 6 – Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware t stockholders vote "FOR" the approval of an amendment to our AThe Board recommends t

Article SEVENTH of our Amended and Restated Certificate of Incorporation currently provides for our Company to limit the monetary liability of directors in certain circumstances consistent with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”).

In August 2022, Section 102(b)(7) of the DGCL was amended to authorize exculpation of officers of Delaware corporations. Pursuant to this amendment, Delaware corporations can now exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. Note that the amendment does not allow for the exculpation of officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor does the amendment allow for exculpation of such officers from liability for claims brought by or in the right of the company, such as derivative claims.

The proposed Amendment to our Amended and Restated Certificate of Incorporation would authorize the exculpation of officers for personal liability for breach of the duty of care in certain actions as permitted by Section 102(b)(7) of the DGCL. Pursuant to Section 102(b)(7) of the DGCL, and the proposed Amendment to our Amended and Restated Certificate of Incorporation would only permit the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. In addition, as is currently the case with directors under our Amended and Restated Certificate of Incorporation, the proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. Article SEVENTH in our Amended and Restated Certificate of Incorporation currently allows for the exculpation of directors, but does not include language that allows for the exculpation of officers.

The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. This protection has long been afforded to directors. The Board believes it is important to provide protection from certain liabilities because without such protection, qualified officers might be deterred from serving as officers due to exposure to personal liability. The Board balanced these considerations with our corporate governance guidelines and determined that it is in the best interests of the Company and its stockholders to amend the current exculpation and liability provisions in Article SEVENTH of our Amended and Restated Certificate of Incorporation to extend exculpation protection to our officers in addition to our directors.

If our stockholders approve this Proposal No. 6, we expect to file a certificate of amendment with the Delaware Secretary of State to limit the liability of certain officers of the Company as permitted by recent amendments to the DGCL. The full text of the proposed amendment is set forth in Appendix C to this Proxy Statement.

Approval of our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the DGCL will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as an against vote. Broker non-votes will have no effect on the results of the vote on this proposal.

If this Proposal No. 6 is approved by our stockholders, all other sections of our Amended and Restated Certificate of Incorporation would be maintained in their current form, except pursuant to Proposal No. 5, if approved. The amendment would become effective upon the filing of a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which we intend to do promptly after the Annual Meeting if this Proposal No. 6 is approved by our stockholders. In the event that the amendment is not approved by our stockholders at the Annual Meeting, the current Amended and Restated Certificate of Incorporation would remain in effect in its entirety, except pursuant to Proposal No. 5, if approved. Our Board reserves the right, notwithstanding stockholder approval of the amendment and without further action by our stockholders, not to proceed with the amendment at any time before it becomes effective. Our Board reserves the right, if both this Proposal No. 6 and Proposal No. 5 are approved by our stockholders, to combine the amendments pursuant to such Proposals into one Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

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Under Delaware law, stockholders are not entitled to appraisal rights with respect to the amendment, and we will not independently provide our stockholders with any such right.

t stockholders vote "FOR" the approval of an amendment to our Amended and

Reated Cificate of Incorporation to increase our authorized shares of common stock from The Board recommends that stockholders vote "FOR" the approval of an amendment to our Amended and Restated Cert

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Proposal No. 7 – Approval of an Amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance under the Plan

On May 30, 2023, the Compensation Committee and the Board of Directors authorized and approved an amendment to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock available for awards under the 2018 Plan and directed that the amendment be submitted to the stockholders for approval. The 2018 Plan was initially authorized and approved by the Board in May 2020 and approved by the stockholders in July 2020, with an initial authorization of up to 3,520,000 shares of common stock reserved under the 2018 Plan. We are seeking stockholder approval to amend the 2018 Plan to increase the number of shares of our common stock available for issuance under the 2018 Plan by 2,075,000 shares. Capitalized terms used in this Proposal 7 but not defined herein shall have the meanings set forth in the 2018 Plan.

Reasons for the Proposed Amendment

We are seeking stockholder approval of an amendment to the 2018 Plan to increase the number of shares of common stock issuable pursuant to the 2018 Plan by 2,075,000 shares. As of May 22, 2023, there were 86,770 shares remaining available for issuance under future awards to be made under the 2018 Plan. In determining to propose an increase in the number of shares of common stock issuable pursuant to the 2018 Plan, the Board has taken into consideration that the proposed increase would represent only a small percentage of the total shares of common stock currently issued and outstanding and the desirability and importance of being able to continue to grant long-term equity incentive awards that are comparable to those of our peer companies, to help us to remain competitive.

The 2018 Plan is designed to attract and retain non-employee directors and employees and reward them for making contributions to the success of the Company and its subsidiaries. These objectives are to be accomplished by making awards under the 2018 Plan and thereby providing participants with a proprietary interest in the growth and performance of the Company and align a portion of their compensation with the stockholders. Stockholder approval of this proposal will enable us to continue to grant equity awards to our employees and non-employee directors at levels determined by the Board to be necessary to attract, retain and motivate the individuals who will be critical to our success in achieving our business objectives and thereby creating greater value for our stockholders. In addition to the crucial role, we believe such grants play in attracting and retaining talented individuals, we believe that the equity compensation granted under the 2018 Plan also serves the important function of aligning the interests of participants with those of our stockholders and focusing such participants on the long-term growth of the Company.

The terms of the 2018 Plan are summarized below. The following summary is qualified in its entirety by the full text of the 2018 Plan. It is intended that awards under the 2018 Plan will comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). It is further intended that any incentive stock options awarded under the 2018 Plan will comply with Section 422 of the Code.

Summary of the 2018 Plan

The 2018 Plan has the following key features:

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The 2018 Plan is to be used for equity-based awards to officers and other employees of the Company or its affiliates. The 2018 Plan enables the Company to grant stock options and make stock awards and restricted stock unit awards to eligible employee participants. Such awards can have service-based and/or performance-based vesting requirements.

While equity incentive awards are an important part of our pay-for-performance compensation program, the Board and the Compensation Committee are mindful of their responsibility to our stockholders to exercise judgment in granting equity-based awards. We review a number of metrics to assess the cumulative impact of our equity compensation programs, including burn rate and overhang.

Burn rate measures our usage of shares from our equity incentive plans as a percentage of our outstanding common stock. Overhang measures the potential dilution to which our existing stockholders are exposed due to outstanding equity awards.

The annual share usage for the last three fiscal years was as follows:

(1) Burn rate represents (i) the sum of stock options, restricted stock and RSUs granted divided by (ii) the basic weighted average common shares outstanding for the applicable fiscal year.

(2) Overhang represents (i) total plan shares divided by (ii) the sum of total plan shares and common shares outstanding, where total plan shares equals the sum of the number of shares available for future grants under all existing plans, and the number of stock options, restricted stock and RSUs outstanding.

In determining the number of shares to be reserved for issuance under the 2018 Plan, the Compensation Committee considered a forecast of the shares needed for retention of key employees and a forecast of future grants to all employees.

Description of the Amendment and of the 2018 Plan

The following description of the 2018 Plan is only a summary of the material features of the 2018 Plan and does not describe all of its provisions. The amendment to the 2018 Plan is attached to this Proxy Statement as Appendix D and the 2018 Plan is attached to this Proxy Statement as Appendix E. This summary is qualified in its entirety by reference to the text of the 2018 Plan and the amendment.

Administration

The 2018 Plan is administered by the Compensation Committee. The Compensation Committee, acting as the administrator of the 2018 Plan, will have, among other things, the discretionary authority to interpret the 2018 Plan, determine eligibility for and grant awards, determine the number of shares subject to any award made under the 2018 Plan, determine, modify or waive the terms and conditions of any award, prescribe forms, rules and procedures, and do all things necessary to carry out the purposes of the 2018 Plan, all subject to the provisions of the 2018 Plan. All determinations of the Compensation Committee made under the 2018 Plan are conclusive and will bind all parties. The Compensation Committee may, in its discretion, delegate to one or more individuals the day-to-day administration of the 2018 Plan and any of the functions assigned to the Compensation Committee in the 2018 Plan.

Shares Subject to the 2018 Plan

The 2018 Plan was adopted with an aggregate amount of 3,520,000 shares of our common stock authorized and reserved for issuance.

As of March 31, 2023, 1,437,225 shares were reserved for outstanding RSUs and performance share units under the 2018 Plan. As of May 22, 2023, 86,770 shares of our common stock remained available for issuance under future awards to be made under the 2018 Plan. If the proposed amendment to the 2018 Plan is approved by our stockholders, the aggregate amount of shares authorized and available to be made under the 2018 Plan would be increased by 2,075,000 shares. The closing price of our common stock on the Record Date was $12.31.

Shares of common stock underlying any award that is forfeited, cancelled or satisfied without the issuance of shares of common stock will be added back to the shares of common stock available for future issuance under the 2018 Plan. Any shares of common stock withheld by the Company to satisfy a participant’s tax withholding obligations with respect to an award or used by a participant to pay any exercise price will not be added back to the shares of common stock available for issuance under the 2018 Plan. Shares of common stock that may be issued under the 2018 Plan may be any combination of authorized and newly issued shares or shares held by the Company as treasury shares.

Eligibility

All active employees of the Company or any of its affiliates are eligible to participate in the 2018 Plan. As of May 22, 2023, there were approximately 54 management employees, including the five current named executive officers, each of whom would be eligible to be granted awards annually under the 2018 Plan on an annual basis. The Compensation Committee, in its discretion, selects the employees to whom awards may be granted, the time or times at which such awards are granted and the terms of such awards.

Types of Awards

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Awards under the 2018 Plan may be made in the form of stock options, stock awards or RSU awards, whether singly or in combination with any other form of award. Any of the foregoing awards may be made subject to the attainment of performance goals over the applicable performance period. The terms of all awards made under the 2018 Plan will be determined by the Compensation Committee and will be stated in an award agreement.

Stock Options

Each stock option will be evidenced by a stock option agreement between the Company and the participant.

Exercise Price. The Compensation Committee determines the exercise price of stock options at the time the stock options are granted. The exercise price of a stock option may not be less than 100% of the fair market value of the common stock on the date such option is granted. Other than in connection with a change in Triumph’s capitalization, options cannot be repriced without stockholder approval.

Vesting Period; Performance Goals and Exercise Dates. Stock options may vest or be exercisable at such time, subject to the achievement of designated performance goals, or in such installments, prior to the expiration of the option, as the Compensation Committee determines. Unless a stock option vests earlier in accordance with a termination event (as described below), the minimum vesting schedule is one year after the date of grant.

Exercise of Stock Options; Form of Consideration. The Compensation Committee determines when options become exercisable and, in its discretion, may accelerate the vesting of any outstanding options. The 2018 Plan permits payment of the exercise price to be made by cash, check, wire transfer, other shares of common stock of Triumph, broker assisted same-day sales, any other form of consideration permitted by applicable law or any combination of these alternatives.

Term of Stock Options. The term of an option may be no more than ten years from the date of grant. An option may not be exercised after the expiration of its term.

Termination of Employment. If a participant’s employment terminates for any reason (other than as described below), then all vested options held by the participant under the 2018 Plan will terminate ninety days after the participant’s termination of employment, and any unvested options will terminate upon the participant’s termination of employment. The 2018 Plan provides for different vesting or exercise rights under certain termination of employment events described below in this Proxy Statement.

Automatic Exercise of In-the-Money Options. Unless otherwise determined by the Compensation Committee (in an award agreement or otherwise) or as otherwise directed in writing to the Company by a participant holding an option, each option outstanding on the trading day prior to the date the option would otherwise expire with an exercise price per share that is less than the fair market value per share of common stock as of such date will automatically and without further action by the participant or the Company be exercised on such date. Payment of the exercise price of any such option and related tax obligations will be “net settled” to the maximum extent permitted by applicable law. This automatic exercise feature does not apply to an option if the participant incurs a termination of employment on or before the date immediately prior to the end of the option’s term.

Other Provisions. The option agreement may contain other terms, provisions and conditions not inconsistent with the 2018 Plan, as may be determined by the Compensation Committee.

Stock Awards

Each stock award will be evidenced by a stock award agreement between the Company and the participant.

Restrictions and Performance Goals. Stock awards may be earned, and any forfeiture restrictions may lapse, at such time and in such installments, or subject to such performance goals and within any performance period established by the Compensation Committee. Unless a stock award vests earlier in accordance with a termination event (as described below), the minimum vesting schedule is one year after the date of grant.

Forfeiture. Unless otherwise provided in the stock award agreement, upon a participant’s termination of employment (other than as described below), the shares subject to a stock award that have not been earned pursuant to the stock award agreement will be forfeited. The 2018 Plan provides for different vesting or lapse of forfeiture rights under certain termination of employment events described below in this Proxy Statement.

Dividends. Dividends that are declared and paid on the outstanding shares of common stock during any period for which forfeiture restrictions apply to a stock award will not be paid at the time dividends are paid to stockholders, but will be accrued, without interest, and paid out only when such forfeiture restrictions lapse. Any accrued dividends are forfeited to the extent the underlying shares under the stock award are forfeited.

Rights as a Stockholder. The participant will be a stockholder upon the grant of a stock award, but such rights are forfeited if the shares subject to the stock award are forfeited.

Restricted Stock Unit Awards

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Each RSU award will be evidenced by a RSU award agreement between the Company and the participant. Each RSU award subject to performance goals (each, a “PSU award”) will be evidenced by a PSU award agreement between the Company and the participant.

Service and Performance-Based Restrictions. RSUs may be earned and any forfeiture restrictions may lapse, at such time and in such installments established by the Compensation Committee. A RSU award that includes service-based restrictions will be subject to forfeiture until the expiration of the restricted period established by the Compensation Committee. A PSU award that includes performance goals to be achieved in order to be earned will be subject to forfeiture until the satisfaction of any applicable performance goals established by the Compensation Committee during a designated performance period. Unless a RSU or PSU vests earlier in accordance with a termination event (as described below), the minimum restriction period is one year after the date of grant.

Rights as a Stockholder. No shares will be issued to the participant at the time a RSU or PSU award is granted. The Company will not be required to set aside a fund for the payment of any RSU or PSU award.

Dividend Equivalents. Unless set forth in an award agreement, no dividend equivalents will be paid on any RSU or PSU award. Dividend equivalents, if added in an award agreement, will only be paid to the extent the RSU or PSU award is actually earned and paid.

Forfeiture. Upon a participant’s termination of employment (other than as described below), the shares subject to RSUs that have not been earned pursuant to the award agreement will be forfeited. The 2018 Plan provides for different vesting or lapse of forfeiture rights under certain termination of employment events described below in this Proxy Statement.

Impact of Certain Termination Events on Stock Options, Stock Awards and RSUs/PSUs

Unless otherwise specified in an award agreement, specific events that lead to termination of a participant’s employment with the Company or an affiliate have the following consequences on outstanding awards:

Post-Termination of Employment Restrictions

Following a participant’s termination of employment, the extended exercisability, vesting, or continuation of an award is subject to the following restrictions, among others:

Performance-Based Awards

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Performance-based awards under the 2018 Plan may be subject to one or more of the performance goals for a performance period, used individually or in combinations. Performance goals are financial or operating, stock performance-related or individually-based goals established for an award by the Compensation Committee.

Nontransferability

Unless provided otherwise in an award agreement, awards granted under the 2018 Plan are not transferable other than by beneficiary designation, will or the laws of descent or distribution.

Adjustments Upon Certain Transactions

Changes in Capitalization. Subject to any required action by stockholders, the number and kind of shares covered by each outstanding award, the price per share subject to each outstanding award and the share limitations set forth in the 2018 Plan will be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Company’s stock, or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company.

Liquidation or Dissolution. In the event of a liquidation or dissolution of the Company, other than a dissolution or liquidation that is defined as a “Change in Control” under the 2018 Plan, the Compensation Committee will notify each participant as soon as practicable prior to the effective date of such proposed transaction, and, in its discretion, may provide that each participant will have the right to exercise all of the participant’s stock options, including those not otherwise exercisable, until ten days prior to the proposed transaction. In addition, the Compensation Committee may cause any restrictions on any award to lapse prior to the transaction, provided the proposed transaction occurs.

Change in Control. Unless more specific terms are set forth in any separate plan document or agreement between the Company and any awardee, the following provisions describe the treatment of outstanding awards if a Change in Control of the Company occurs:

The Compensation Committee, in its sole discretion, may include such further provisions and limitations in any award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the 2018 Plan. No action described above can be taken that would cause an award to fail to be exempt from or comply with Section 409A of the Code. The rights described above cannot be terminated, amended, or modified upon or after a Change in Control in a manner that would adversely affect an awardee’s rights with respect to an outstanding award without the prior written consent of the awardee.

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Reference is made to the 2018 Plan for the definition of a Change in Control.

Amendment and Termination of the 2018 Plan

The Compensation Committee may amend, alter, or discontinue the 2018 Plan at any time and for any reason. Nevertheless, the Company will obtain stockholder approval for any amendment to the 2018 Plan to the extent required by applicable laws or stock exchange rules. In addition, unless approved by stockholders, no amendment will be made that would: (i) materially increase the maximum number of shares for which awards may be granted under the 2018 Plan, other than an increase pursuant to a change in capitalization, (ii) ”reprice” awards granted under the 2018 Plan, (iii) reduce the exercise price of outstanding options, or (iv) change the class of persons eligible to receive awards under the 2018 Plan. The Compensation Committee may not alter or impair any award previously granted under the 2018 Plan without the written consent of the participant. The 2018 Plan will terminate ten years from the its effective date of May 28, 2020, unless an amendment to extend the term is approved by stockholders. For purposes of the 2018 Plan, “repricing” means (1) any transaction performed with the intent or effect of (A) reducing the exercise price of any outstanding option, (B) cancelling or exchanging outstanding options in exchange for cash, other awards or replacement options, including through a tender offer process, with exercise prices that are less than the exercise price of the cancelled or exchanged options, or (C) any similar share exchange transaction involving outstanding awards; or (2) any transaction defined as repricing under the New York Stock Exchange rules for listed companies.

Clawback

Triumph has the right to recoup or “claw back” any payment made with respect to an award under the 2018 Plan to the extent necessary to comply with applicable Federal securities laws or any Board- or Compensation Committee-approved plan or policy.

New Plan Benefits

Because benefits under the 2018 Plan will depend on the Compensation Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the proposed Amendment No. 1 to the 2018 Plan is approved by the stockholders.

Material U.S. Federal Income Tax Consequences of Awards

The following is a summary of material U.S. federal income tax considerations relating to the 2018 Plan. The summary is based on U.S. federal income tax laws and regulations presently in effect, which are subject to change, possibly retroactively. Tax laws are complex and may vary depending on individual circumstances and from locality to locality. This discussion does not purport to be a complete description of the U.S. federal income tax aspects of the 2018 Plan and does not address state, local or foreign tax consequences. All participants in the 2018 Plan are urged to consult their own tax advisors regarding the U.S. federal, state, local, and foreign income and other tax consequences of participating in the 2018 Plan based on the participant’s personal circumstances.

Nonqualified Stock Options. Under the Code, the grant of a nonqualified stock option is generally not taxable to the participant. On exercise of a nonqualified stock option granted under the 2018 Plan, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares acquired over the exercise price. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the participant’s holding period for those shares will begin on that date. Upon a participant’s sale of shares acquired pursuant to the exercise of a nonqualified stock option, any difference between the sale price and the fair market value of the shares on the date when the stock option was exercised will be treated as long-term or short-term capital gain or loss.

If a participant pays for shares of stock on exercise of an option by delivering shares of common stock, the participant will not recognize gain or loss on the shares delivered, even if the fair market value of such shares differs from the participant’s tax basis in such shares. The participant, however, will be taxed on the exercise of the option in the manner described above as if he had paid the exercise price in cash. The tax basis of the shares received upon exercise will be the tax basis of the shares delivered as payment, share for share, to the extent the number of shares received equals the number of shares delivered as payment. In addition, the holding period of the shares received will include the holding period of the shares delivered as payment. The participant’s tax basis and holding period for any shares received in excess of the number of shares delivered by the participant will be the same as if the participant had exercised the option solely in exchange for cash.

Upon a participant’s exercise of a nonqualified stock option, the Company or the applicable subsidiary will generally be entitled to a deduction for U.S. federal income tax purposes at such time and in the same amount recognized as ordinary income to the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Incentive Stock Options. The 2018 Plan provides for the grant of stock options that qualify as incentive stock options (“ISOs”) as defined in section 422 of the Code. Under the Code, a participant generally is not subject to tax upon the grant or exercise of an ISO. In addition, if the participant holds a share of stock received on exercise of an ISO for at least two years from the date the option was granted and at least one year from the date the option was exercised (the “Required Holding Period”), the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder’s tax basis in that share will be long-term capital gain or loss.

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If, however, a participant disposes of a share of stock acquired on exercise of an ISO before the end of the Required Holding Period, (a “Disqualifying Disposition”) the participant generally will recognize ordinary income in the year of the Disqualifying Disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised (or, if less, the amount realized on such Disqualifying Disposition) over the exercise price. If the amount realized on a Disqualifying Disposition exceeds the fair market value of the share on the date of exercise of the option, the excess gain recognized will be short-term or long-term capital gain, depending upon the length of time the shares have been held after the date of exercise.

If a participant exercises an ISO by delivering shares of stock acquired by an earlier exercise of an ISO, and the previously acquired shares have not been held for the Required Holding Period, the participant will recognize ordinary income on the Disqualifying Disposition.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired on exercise of an ISO exceeds the exercise price of that option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a Disqualifying Disposition of the share in the year in which the option is exercised, there will be no adjustment with respect to that share. If there is a Disqualifying Disposition in a later year, no income with respect to the Disqualifying Disposition is included in the participant’s alternative minimum taxable income for that year.

The Company is not entitled to take a deduction for U.S. federal income tax purposes with respect to the grant or exercise of an incentive stock option or the disposition of a share acquired on exercise of an incentive stock option after the Required Holding Period. However, if there is a Disqualifying Disposition of a share, the Company is entitled to a deduction in an amount equal to the ordinary income includible in income by the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Stock Awards. Generally, the participant of a stock award will recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the participant in exchange for the stock. If, however, the stock is not vested when it is received under the 2018 Plan (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the participant generally will not recognize income until the stock becomes vested, at which time the participant will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the participant in exchange for the stock. The 2018 Plan does not allow a participant to make a “section 83(b) election” with the Internal Revenue Service within respect to any stock award or RSU granted under the 2018 Plan.

The Company will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income taxable to the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company, is reasonable in amount, and either the recipient includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Upon the disposition of any stock received as a stock award under the 2018 Plan, the difference between the sales price and the participant’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year from the date as of which he or she would be required to recognize any compensation income.

Restricted Stock Units. A participant normally will not realize taxable income upon the award of RSUs. A participant will be subject to tax on the earlier of the year in which the participant receives the underlying shares of common stock or the year in which the award is no longer subject to a substantial risk of forfeiture. In that year, the participant will recognize income equal to the fair market value of the shares of the Company’s common stock received, or no longer subject to a substantial risk of forfeiture, and the Company will be entitled to a deduction in the same amount, provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Performance-based Awards. A participant who has been granted a performance-based award generally will not recognize taxable income at the time of grant, and the Company will not be entitled to a deduction for U.S. federal income tax purposes at that time. When an award is paid, whether in cash or shares of common stock, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction, provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount. The participant’s tax basis in any shares acquired pursuant to a performance-based award is the amount recognized by him or her as income attributable to such shares. Upon a subsequent disposition of the shares, the participant will generally realize a capital gain or loss, as applicable.

Tax Withholding. Ordinary income recognized in connection with the receipt or exercise of an award under the 2018 Plan is subject to income and employment tax wage withholding, unless the participant is not an employee of the Company, or any subsidiary or affiliate. The Company, or any subsidiary or affiliate, may deduct from all payments made under the plan, an amount (which may include shares of common stock) to satisfy any federal, state, local or foreign withholding obligations with respect to any award.

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Section 409A of the Code. Section 409A of the Code governs the taxation of deferred compensation. Awards received under the 2018 Plan are intended to be exempt from the requirements of Section 409A where possible. However, there can be no assurance that awards designed to be exempt from Section 409A will in fact be exempt. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, an interest penalty and an additional 20% tax on the amount underlying the award.

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Proposal No. 8 – Approval of an Amendment to the Triumph Group, Inc. 2016 Directors' Equity Compensation Plan to Increase the Number of Shares Available for Issuance under the Plan

Summary

On May 30, 2023, the Board of Directors authorized and approved an amendment to the Company’s Triumph Group, Inc. 2016 Directors’ Equity Compensation (the “2016 Directors’ Plan”) to increase the number of shares of common stock available for awards under the 2016 Directors’ Plan and directed that the amendment be submitted to the stockholders for approval.

The 2016 Directors’ Plan was initially authorized and approved by the Board in November 2016 and approved by the stockholders in July 2017, with an initial authorization of up to 500,000 shares of common stock reserved under the 2016 Directors’ Plan. We are seeking stockholder approval to amend the 2016 Directors’ Plan to increase the number of shares of our common stock available for issuance under the 2016 Directors’ Plan by 225,000 shares. As of May 22, 2023, there were 37,948 shares remaining available for issuance under future awards to be made under the 2016 Directors’ Plan. In determining to propose an increase in the number of shares of common stock issuable pursuant to the 2016 Directors’ Plan, the Board has taken into consideration that the proposed increase would represent only a small percentage of the total shares of common stock currently issued and outstanding and the desirability and importance of being able to continue to grant equity incentive awards that are comparable to those of our peer companies, to help us to remain competitive.

Capitalized terms used in this Proposal 8 but not defined herein will have the meanings set forth in the 2016 Directors’ Plan.

Description of the Amendment and of the 2016 Directors’ Plan

The following description of the 2016 Directors’ Plan is only a summary of the material features of the 2016 Directors’ Plan and does not describe all of its provisions. The amendment to the 2016 Directors' Plan is attached to this Proxy Statement as Appendix F and the 2016 Directors' Plan is attached to this Proxy Statement as Appendix G. This summary is qualified in its entirety by reference to the text of the 2016 Directors’ Plan and the amendment.

Administration

The 2016 Directors’ Plan is administered by the Board.

Eligibility

Each director of the Company who is not an officer or employee of the Company or any of its subsidiaries may be granted awards under the 2016 Directors’ Plan. As of May 22, 2023, there were 8 directors eligible to participate in the 2016 Directors’ Plan. The Board has full authority to select the eligible directors to whom such awards are to be granted and to determine the number of shares of common stock to be covered by each award.

Share Limitations

The 2016 Directors' Plan was adopted with an aggregate amount of 500,000 shares of our common stock authorized and reserved for issuance. As of March 31, 2023, 117,986 shares were reserved for outstanding and unvested restricted stock units or deferred but vested restricted stock units under the 2016 Directors’ Plan. As of the Record Date, there were 37,948 shares remaining available for issuance under future awards to be made under the 2016 Directors’ Plan. If the proposed amendment to the 2016 Directors' Plan is approved by our stockholders, the aggregate amount authorized and available to be made under the 2016 Directors' Plan would be increased by 500,000 shares. The closing price of our common stock on the Record Date was $12.31.

Unissued shares subject to awards that are cancelled, expired, or are terminated will be available for re-grant under the 2016 Directors' Plan.

Awards

The Board will have full authority to determine whether an award is a stock option, stock award, a deferred stock unit or a restricted stock unit, and the number of each type of award to be granted, subject to the limitations of the 2016 Directors’ Plan.

Terms and Conditions of Stock Options

Each stock option must be evidenced by a stock option certificate executed by the Company and is subject to the following additional terms and conditions. Each stock option will be a non-qualified stock option.

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Exercise Price. The exercise price of an option is the fair market value of the common stock on the date of grant. The fair market value of the common stock is the closing price of a share in the New York Stock Exchange Composite Transactions on the previous regular trading day or, if no sale has been made on the New York Stock Exchange on such date, or if such common stock was not listed or reported on such date, the fair market value will be as determined under the regulations under Section 409A of the Code.

No Repricing. The 2016 Directors’ Plan does not allow for repricing of any stock options, or similar transactions, such as exchange transactions, without the consent of stockholders.

Exercise of Stock Option; Form of Consideration. The vesting period for any stock options is at least one year after the date of grant; otherwise, the Board determines when stock options become exercisable and in its discretion may accelerate the vesting of any outstanding stock option. The 2016 Directors’ Plan permits payment to be made by cash or check and, with the consent of the Board, other shares of common stock of the Company or by a reduction in the number of shares of common stock otherwise issuable upon such exercise.

Term of Stock Option. The term of a stock option will be seven years from the date of grant, which is a shorter period than under the prior plan. A stock option may not be exercised after the expiration of its term.

Termination. Unless otherwise determined by the Board, if a participant ceases to be a member of the Board for any reason other than death or disability, then all stock options held by the participant under the 2016 Directors’ Plan will terminate 90 days after the date on which the participant ceases to be a member of the Board; provided, however, that the Board may extend the exercise period based on factors deemed appropriate by the Board, but not beyond the expiration of the stated term of the stock option.

Death or Disability. Unless otherwise determined by the Board, if a participant ceases to be a member of the Board as a result of the participant’s death, then all of such participant’s vested options will remain exercisable after time of death, or on such accelerated basis as the Board may determine, until expiration of the stated term or on such earlier time as the Board may determine. Unless otherwise determined by the Board, if a participant ceases to be a member of the Board as a result of the participant’s disability, then all of such participant’s vested options will remain exercisable after the incurrence of the disability, or on such accelerated basis as the Board may determine, until expiration of the stated term of the stock option or such earlier time as the Board may determine.

Other Provisions. The stock option certificate may contain other terms, provisions and conditions not inconsistent with the 2016 Directors’ Plan as may be determined by the Board.

Terms and Conditions of Stock Awards

Stock awards may be granted to any eligible director. Each stock award will be evidenced by a stock award agreement between the Company and the participant and is subject to the following additional terms and conditions.

Lapse of Forfeiture Restrictions. Stock awards will vest at such time and in such installments as determined by the Board.

Forfeiture. Unless otherwise provided in the stock award agreement, if a participant ceases to be a member of the Board for any reason other than death, disability or retirement of the participant, or a divestiture transaction impacting the director’s service on the Board, the shares of common stock subject to a stock award that have not become vested pursuant to the stock award agreement will be forfeited.

Death, Disability or Retirement of Participant. Unless otherwise provided in the stock award agreement, if a participant ceases to be a member of the Board due to the participant’s death, disability or retirement, all outstanding stock awards granted to such participant will accelerate and vest; provided, however, that the conditions of the non-competition covenant set forth in the 2016 Directors’ Plan are met.

Divestiture. If a participant ceases to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding stock awards granted to such participant and provide that all forfeiture provisions with respect to such stock awards will lapse. The determination of whether a divestiture will occur will be made by the Board in its sole discretion.

Other Provisions. The stock award agreement may contain other terms, provisions and conditions not inconsistent with the 2016 Directors’ Plan as may be determined by the Board.

Terms and Conditions of Deferred Stock Units

The Board may grant deferred stock units to any eligible director. Each deferred stock unit will be evidenced by a deferred stock unit agreement between the Company and the participant and is subject to the following additional terms and conditions.

Lapse of Forfeiture Restrictions. Deferred stock units will vest at such time and in such installments as determined by the Board; provided, however, that the minimum forfeiture period will be at least one year from the date of grant.

Forfeiture. Unless otherwise provided in the deferred stock unit agreement, if a participant ceases to be a member of the Board for any reason other than death, disability or retirement of the director or a divestiture transaction impacting the director’s service on the Board,

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the shares of common stock subject to a deferred stock unit that have not become vested pursuant to the deferred stock unit agreement will be forfeited.

Death, Disability or Retirement of Participant. Unless otherwise provided in the deferred stock unit agreement, if a participant ceases to be a member of the Board due to the participant’s death, disability or retirement, all forfeiture restrictions on all outstanding deferred stock units granted to such participant will lapse; provided, however, that the conditions of the non-competition covenant set forth in the 2016 Directors’ Plan are met.

Divestiture. If a participant ceases to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the lapse of forfeiture restrictions of all or a portion of any outstanding deferred stock unit granted to such participant; provided, however, that the conditions of the non-competition covenant set forth in the 2016 Directors’ Plan are met. The determination of whether a divestiture will occur will be made by the Board in its sole discretion.

Dividend Equivalents. The deferred stock unit agreement may provide that the holder of a deferred stock unit will be entitled to receive payment from us at such times as set forth in the deferred stock unit agreement in an amount equal to each cash dividend that we would have paid to such holder had he or she, on the record date for payment of such dividend, been the holder of record of shares of common stock equal to the number of deferred stock units which had been awarded to such holder as of the record date.

Other Provisions. The deferred stock unit agreement may contain other terms, provisions and conditions not inconsistent with the 2016 Directors’ Plan as may be determined by the Board.

Terms and Conditions of Restricted Stock Units

The Board may grant restricted stock units to any eligible director. Each restricted stock unit will be evidenced by a restricted stock unit agreement between the Company and the participant and is subject to the following additional terms and conditions.

Lapse of Forfeiture Restrictions. Restricted stock units will vest at such time and in such installments as determined by the Board; provided, however, that the minimum forfeiture period will be at least one year from the date of grant and that, if the participant makes a deferral election with respect to any restricted stock units under the Company’s Directors’ Deferred Compensation Plan, the terms of the Directors’ Deferred Compensation Plan will apply to the payment of such deferred award.

Forfeiture. Unless otherwise provided in the restricted stock unit agreement, if a participant ceases to be a member of the Board for any reason other than death, disability or retirement of the director or a divestiture transaction impacting the director’s service on the Board, the shares of common stock subject to a restricted stock unit that have not become vested pursuant to the restricted stock unit agreement will be forfeited.

Death, Disability or Retirement of Participant. Unless otherwise provided in the restricted stock unit agreement, if a participant ceases to be a member of the Board due to the participant’s death, disability or retirement, all forfeiture restrictions on all outstanding unvested restricted stock units granted to such participant will lapse; provided, however, that the conditions of the non-competition covenant set forth in the 2016 Directors’ Plan are met.

Divestiture. If a participant ceases to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the lapse of forfeiture restrictions of all or a portion of any outstanding unvested restricted stock unit granted to such participant and provide that all forfeiture provisions with respect to such restricted stock units will lapse. The determination of whether a divestiture will occur will be made by the Board in its sole discretion.

Dividend Equivalents. The restricted stock unit agreement may provide that the holder of a restricted stock unit will be entitled to receive payment from us in an amount equal to each cash dividend that we would have paid to such holder had he or she, on the record date for payment of such dividend, been the holder of record of shares of common stock equal to the number of restricted stock units which had been awarded to such holder as of the record date.

Other Provisions. The restricted stock unit agreement may contain other terms, provisions and conditions not inconsistent with the 2016 Directors’ Plan as may be determined by the Board.

Nontransferability

Except as otherwise provided in the award agreement, any award granted under the 2016 Directors’ Plan and the rights and privileges conferred by the award may not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and will not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any such award, right or privilege, or upon the levy of any attachment or similar process, the award and the rights and privileges conferred by the award will immediately terminate and the award will immediately be forfeited to the Company.

Adjustments Upon Changes in Capitalization, Merger or Sale of Assets

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Subject to any required action by stockholders, the number and kind of shares covered by each outstanding award, in the minimum and maximum limits set forth in the 2016 Directors’ Plan, will be adjusted as determined by the Board in the event of a reorganization, recapitalization, stock split, reverse stock split, spin-off, split-off, split-up, stock dividend, issuance of stock rights, merger, consolidation, combination of the Company’s stock, or any other change in the corporate structure of the Company affecting the Company’s stock.

If during the term of any award, the Company will be, with the prior approval of a majority of the members of the Board, merged into or consolidated with or otherwise combined with or acquired by a person or entity, or there is a liquidation of the Company, then at the election of the Board, the Company may take such other action as the Board determines to be reasonable under the circumstances to permit a participant to realize the value of such award, including paying cash to the participant equal to the value of the award or requiring the acquiring corporation to grant options or stock to the participant having a value equal to the value of the award.

In the event of a “change in control” of the Company, as defined in the 2016 Directors’ Plan, to the extent the participant ceases to be a director of the Company in connection with such change in control, each award then outstanding will become immediately vested or have full lapse of forfeiture restrictions, and in the case of stock options, will become immediately exercisable to the full extent of the shares of common stock. If the participant continues to provide services on the Board of the successor entity, the 2016 Directors’ Plan provides that any outstanding awards will be assumed and converted into awards to acquire equivalent equity of the successor entity.

Amendment and Termination of the 2016 Directors’ Plan

The Board may amend, discontinue or terminate the 2016 Directors’ Plan, or any part thereof, at any time and for any reason; provided, however, that any “material revision” to the 2016 Directors’ Plan, including, without limitation, any repricing or exchange of stock options, requires approval by stockholders. No such action by the Board may alter or impair any award previously granted under the 2016 Directors’ Plan without the consent of the participants. Unless terminated earlier, the 2016 Directors’ Plan will terminate on November 10, 2026, which is ten years after the date the 2016 Directors’ Plan was approved by the Board.

New Plan Benefits

Because benefits under the 2016 Directors’ Plan depend on the Board’s and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by directors if the proposed amendment to the 2016 Directors’ Plan is approved by the stockholders.

Federal Income Tax Consequences

Below is a summary of the material U.S. federal income tax considerations relating to the grant and exercise of awards under the 2016 Directors’ Plan. It does not purport to be complete and does not discuss the tax consequences relevant to a participant, and does not address state, local, foreign or estate tax consequences. All participants are urged to consult their own tax advisors regarding the U.S. federal, state, local and foreign income, estate and other tax consequences of participating in the 2016 Directors’ Plan.

Stock Options. Each stock option issued under the 2016 Directors’ Plan will be a nonqualified stock option. A participant will not recognize any taxable income at the time a stock option is granted under the 2016 Directors’ Plan. Upon exercise, the participant will recognize taxable income generally measured by the excess of the then fair market value of the common stock to be received upon exercise over the exercise price. The participant’s tax basis in the shares acquired upon exercise of the options in such shares will be equal to their fair market value on the date of exercise of the option, and the participant’s holding period for those shares will begin on that date. Upon a participant’s sale of shares acquired pursuant to the exercise an option, any difference between the sale price and the fair market value of the shares on the date when the stock option was exercised will be treated as long-term or short-term capital gain or loss, depending on the holding period. Upon a participant’s exercise of an option, the Company will generally be entitled to a deduction for U.S. federal income tax purposes at such time and in the same amount recognized as ordinary income to the participant.

Stock Awards. Generally, a participant granted a stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the common stock received over any amount paid by the participant in exchange for the common stock. If, however, the common stock is not vested when it is received, the participant generally will not recognize taxable income until the common stock becomes vested, at which time the participant will recognize ordinary income equal to the excess, if any, of the fair market value of the common stock on the date it becomes vested over any amount paid by the participant in exchange for the common stock. A participant may, however, file a “Section 83(b) election” with the Internal Revenue Service, within 30 days of his or her receipt of the stock award, to recognize ordinary income at the time the shares are awarded in an amount equal to their fair market value at that time, notwithstanding that such shares are not vested and may be subsequently forfeited. If a participant makes such an election, the participant will not recognize any additional taxable income at the time the shares become vested, but if the shares are later forfeited, the participant will not be allowed a tax deduction for the forfeited shares.

The participant’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired as stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Upon the disposition of any of the common stock, the difference between the sales price and the participant’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year from the date as of which he or she would be required to recognize any income. The Company will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income taxable to the participant.

Deferred Stock Units and Restricted Stock Units. A participant generally will not recognize any taxable income at the time a deferred stock unit or restricted stock unit is granted under the 2016 Directors’ Plan. A participant will recognize taxable income on deferred stock units or restricted stock units as the deferred stock units or restricted stock units become vested, and the shares of common stock

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represented by the deferred stock units or restricted stock units are issued to the participant. A participant will also recognize taxable income when he or she receives cash representing dividend equivalents. The Company will be entitled to a federal income tax deduction in the same amount as and at the same time the participant recognizes ordinary income for federal income tax purposes.

Section 409A of the Code. Section 409A of the Code governs the taxation of deferred compensation. Awards received under the 2016 Directors’ Plan are intended to be exempt from the requirements of Section 409A where possible. However, there can be no assurance that awards designed to be exempt from Section 409A will in fact be exempt. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, an interest penalty and an additional 20% tax on the amount underlying the award.

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Proposal No. 9 – Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Document so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company

The Company has been advised that Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY, 11021, who represents that he owns no less than 250 shares of the Company’s common stock, intends to submit the following proposal at the Annual Meeting:

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

A Lead Director is no substitute for an independent Board Chairman. The Triumph Group Lead Director short list of duties allow for these conclusions.

In response to this proposal topic in 2022 Triumph Group management bragged that the stock went from $6 to $26. However later in 2022 the stock was in freefall dropping from $26 to $9.

Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is no management comparison of the exclusive powers of the Office of the Chairman and the de minimis exclusive powers of the Lead Director.

Please vote yes:

Independent Board Chairman – Proposal 9”

The Company’s Statement in Opposition to Proposal 9:

The Board recommends a vote AGAINST Proposal 9, as the Board believes the proposal is unnecessary and not in the best interests of the stockholders.

A flexible leadership structure is most effective for the Company and our stockholders.

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The Company does not have a formal policy requiring that the positions of Chairman and Chief Executive Officer be separated or requiring that the position of Chairman be filled only by an independent director. Instead, our Board has the freedom to decide whether the roles of Chairman and Chief Executive Officer should be separate, based on what it believes is in the best interests of the Company and its stockholders.

We operate in a very competitive and fast-changing industry in which our Board must constantly assess industry change and disruption. Our Board is comprised of directors with diverse backgrounds, experience, perspectives and in-depth knowledge about the Company. With this expertise, our Board is uniquely positioned to evaluate the Company’s key challenges and needs, including the optimal Board leadership structure. Given the dynamic and competitive environment in which the Company operates, this flexibility allows our Board to decide what leadership structure works best for our Company based on the facts and circumstances existing from time to time.

The Board believes that the Company and its stockholders are best served when leadership choices are made by the Board on a case-by-case basis, rather than be dictated by a predetermined policy. This approach provides the Board with the necessary flexibility to determine whether the positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. Adopting a policy to restrict the Board’s discretion in selecting the Chairman, as well as restricting the ability to combine the positions of Chairman and Chief Executive Officer, would deprive the Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman regardless of what the Board believes to be in the best interests of the Company and its stockholders.

While our Board believes that there may be circumstances which warrant separation of our Chairman and Chief Executive Officer roles, our Board currently believes it is in the best interests of our Company for the roles of our Chairman and Chief Executive Officer to be combined and to appoint a Lead Independent Director from among our independent directors. Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our Company, streamlines accountability for our performance and facilitates our Board’s efficient and effective functioning. Furthermore, having one person serve as both Chairman and Chief Executive Officer demonstrates to our employees, suppliers, customers, stockholders and other stakeholders that our company has strong leadership setting the tone and having responsibility for managing our operations.

Our Board regularly evaluates the best leadership structure of the Company based on all then-relevant facts and circumstances, and our Board believes that this remains the best leadership structure for our Company at this time and that, operating under this structure, our Board is very effective in guiding our Company and representing the interests of the stockholders.

The proposal’s rigid and prescriptive approach to board leadership is not the practice of the majority of companies in the S&P 500.

While a number of S&P 500 companies have separated the roles of Chief Executive Officer and Chairman, not all of those companies have adopted an inflexible policy mandating the separation of Chairman and Chief Executive Officer roles, no matter the situation. Furthermore, a majority of S&P 500 companies do not have a separate, independent Chairman. According to the 2022 Spencer Stuart Board Index, approximately 64% of companies in the S&P 500 do not have an independent Chairman. We believe that rather than taking a “one-size-fits-all” approach to board leadership, the Board’s fiduciary duties are best fulfilled by retaining flexibility to determine the leadership structure that serves the best interests of our Company and stockholders, taking into account the Company’s needs and circumstances at any given time.

The Board is truly independent and has a Lead Independent Director with the authority to ensure proper checks and balances.

With the exception of Mr. Crowley, our Chairman and Chief Executive Officer, the Board is composed entirely of independent directors. Independent directors currently make up approximately 90% of the Board. The Board effectively oversees management and provides vigorous oversight of the Company’s business and affairs. The Board and its standing committees, which consist entirely of independent directors, vigorously oversee the effectiveness of management policies and decisions, including the execution of key strategic initiatives. Consequently, independent directors directly oversee such critical matters as the integrity of the Company’s financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance programs.

Moreover, the Board has adopted a practice of appointing a Lead Independent Director. The duties of the Lead Independent Director are comprehensive and clearly delineated in our corporate governance guidelines available on our Investor Relations site through www.triumphgroup.com. The Lead Independent Director is charged with, among other things, acting as a liaison among other directors, with management and between Board committees and the Board, overseeing information provided to the Board, and coordinating the Board’s Chief Executive Officer planning process. The Lead Independent Director could also preside at Board meetings in the absence of the Chairman. This position improves the functionality of the Board and its Committees and aids in the fiduciary obligations each director has to the Company and its stockholders.

The Company’s track record of performance demonstrates that the Company’s existing corporate governance policies are effective and the Company’s shareholders did not support separating the role of Chairman and CEO in 2022.

The Board also believes that the proposal seeks to advance a solution to a problem that does not exist at the Company. In particular, the Company’s shareholders overwhelmingly rejected a proposal last year to separate the role of Chairman and Chief Executive Officer, with holders of over 85% of the shares of Company common stock having voting power, present virtually or represented by proxy, voting against the proposal.

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The success of the Company has been driven by a strong understanding of the industry in which we operate, a demonstrated capability to drive performance improvement over successive cycles and the vision to set the Company on a path to further success in the face of changing industry dynamics. In the past year, the Company has taken significant steps to enhance the business and undertake a significant refinancing to better position the Company for long-term success, in the Board’s view. There is no evidence to suggest that separating the roles of Chairman and Chief Executive Officer would improve our financial performance or otherwise benefit stockholders.

The Board further believes the current leadership model provides strong and consistent leadership and independent and effective oversight of the Company’s business and affairs. The proposal attempts to impose an inflexible policy that does not permit the Board, regardless of the circumstances, to exercise judgment about which arrangements would best serve the interests of our stockholders. The Board does not believe that adoption of such policy is either the right approach or necessary for the Company or its stockholders.

Given the Board’s deep knowledge of the strategic goals of the Company, the unique opportunities and challenges it faces, and the various capabilities of our directors and the Company’s senior management, as well as the Company’s strong corporate governance policies and track record of performance, the Board believes that adoption of the proposal is unnecessary and not in the best interest of the Company or its stockholders.

Recommendation of the Board:

For the foregoing reasons, the Board of Directors recommends that you vote “AGAINST” proposal 9 to adopt an independent board chairman policy. As with all proposals, if the proposal is not properly presented by the proponent at the Annual Meeting, it will not be voted upon.

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OTHER MATTERS

The Board knows of no other matters that will be presented at the Annual Meeting. However, if other matters should properly come before the Annual Meeting, or any postponements or adjournments thereof, the person or persons voting the proxies will vote them with their judgment in those matters.

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GOVERNANCE OF TRIUMPH

Pursuant to the Delaware General Corporation Law and the Company's Bylaws, our business is managed under the direction of our Board. Members of the Board are kept current on matters relating to our business: through reports from and discussions with our Chairman, President and Chief Executive Officer, and other executive officers of the Company; through an annual meeting with our executive officers and senior management from our operating locations; by reviewing materials provided to them by our executive officers, senior management, advisors and others; and by participating in meetings of the Board and, as applicable, its committees. In addition, to promote open discussion among our non-employee directors, those directors meet in regularly scheduled executive sessions without participation from management. These sessions are presided over by our Lead Independent Director.

Corporate Governance

Our board of directors consists of nine members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. Upon the Annual Meeting, Mr. Mansfield and Mr. Spencer will retire from the Board following 11 and five years of service, respectively. Mr. Mansfield and Mr. Spencer had no disagreement with the Company, its management, the Board or any committee of the Board on any matter.

To fill one of the two vacancies created by their resignation, our Board nominated Patrick E. Allen as an independent director to stand for election to the Board.

In connection with a Cooperation Agreement with Vision One Management Partners (“Vision One”), dated as of May 30, 2023, Courtney R. Mather, CEO and CIO of Vision One, has been nominated to stand for election to the Board. If elected, Mr. Mather will fill the second of the two vacancies left by Mr. Mansfield’s and Mr. Spencer’s retirement.

As part of the Cooperation Agreement, Vision One agreed, among other things, (i) to customary standstill provisions until the date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s Bylaws with respect to the Company’s 2024 annual meeting of stockholders (the “Expiration Date”) and (ii) to vote its shares in favor of the Board of Directors’ slate of directors at the Annual Meeting. The Cooperation Agreement also provides that Julio C. Acero, Investment Analyst of Vision One, will serve as a non-voting observer on the Board following the Annual Meeting and until the Expiration Date.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and are available in print to any stockholder upon request.

Code of Business Conduct

Our Board has adopted a Code of Business Conduct that applies to each of our employees, officers and directors, including, but not limited to, our Chairman, President and Chief Executive Officer, Chief Financial Officer and Controller (principal accounting officer). The Code of Business Conduct is reviewed at least annually by the Nominating, Governance, and Sustainability Committee (the “Governance Committee”) and amended as the Board deems appropriate upon the recommendation of the Governance Committee. A copy of the Code of Business Conduct is posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and is available in print to any stockholder upon request.

Proxy Access

Under Article III, Section 14 of the Bylaws, a stockholder or group of stockholders owning at least 3% of the Company’s outstanding common stock continuously for three years or more is permitted to nominate and include in the Company’s proxy materials for an annual meeting of stockholders director nominees constituting up to 25% of the total number of directors then in office, provided that the nominating stockholder(s) and nominee(s) satisfy the requirements specified in the Bylaws. This right is subject to various requirements, conditions, procedures and limitations set forth in the Bylaws, including the requirement that notice of such a nomination be provided to the Company not less than 120 days nor more than 150 calendar days prior to the one-year anniversary of the date of the Company’s proxy statement for the immediately preceding annual meeting of stockholders. A summary of the proxy access provisions included in the Bylaws is below.

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Social Responsibility and Environmental Sustainability

We continually strive to better serve our customers, provide quality jobs for employees and value to our investors. Our directors, officers and employees are expected to conduct business ethically and in compliance with the Company’s Code of Business Conduct and all applicable laws, rules and regulations, and other compliance obligations. Triumph’s Code of Business Conduct is reflective of our culture and contains the business and ethical principles upon which we have built our reputation for integrity. We are committed to sourcing components and materials from companies that share our values regarding human rights, ethics and environmental responsibility. Additional details regarding our environmental, social and governance program can be found in our Sustainability Report, available on our investor relations website at ir.triumphgroup.com.

Employees. We value our employees and their families and, therefore, we offer competitive benefits that cover the many facets of health including resources and programs designed to support physical, mental, and financial wellness. We also provide tuition reimbursement and other educational and training opportunities to our employees. We view the development of our employees as critical to attracting and retaining our employees and advancing our enterprise as a whole.

Diversity. We value the diversity of our workforce and believe that the best business results are achieved when teams are populated with individuals from a diverse set of backgrounds, cultures, genders, and experiences. We track the diversity of our leadership and workforce and review our progress toward our diversity objectives with the Board on a periodic basis.

Safety. Our Environment, Safety and Health (ES&H) goals include:

Our ES&H team fosters and leads a culture that provides the skills, resources and management to fully engage and empower our workforce to create an incident-free environment. At our manufacturing sites, the ES&H team is leading the Company’s efforts to provide a safe workplace for our employees, customers and visitors and to ensure that our operations are conducted in an environmentally responsible manner in accordance with applicable laws and regulations. We continuously invest in educational platforms for our employees, contractors, and visitors to improve their skills and knowledge, as well as provide improved tools, to create an incident-free workplace.

Environmental. Our business, operations and facilities are subject to numerous stringent federal, state, local and foreign environmental laws and regulation by government agencies. Among other matters, these regulatory authorities impose requirements that regulate the emission, discharge, generation, management, transportation and disposal of hazardous materials, pollutants and contaminants, govern public and private response actions to hazardous or regulated substances that may be or have been released to the environment, and require us to obtain and maintain licenses and permits in connection with our operations. We continually seek to improve the design and safety of our processes, seek energy efficient options, and minimize waste generation through pollution prevention and sustainability strategies. We partner with contractors, suppliers, and third-party providers who share our commitment to eliminate work-related injuries, incidents, and environmental impacts.

Community Service and Philanthropy. Since 2011, we have demonstrated a deep dedication to corporate citizenship through our Wings community outreach program. Through Wings, based on the needs of their communities, our employees around the world create and implement service projects by partnering with local non-profit organizations and engage in meaningful volunteer projects that directly benefit local charities committed to serving the needs of others. Through the Wings program and individual acts of volunteerism, employees at our sites have partnered with organizations including the United Way, American Red Cross, Salvation Army, Boys and Girls Club of Middle Tennessee, Ouachita Children’s Center, Los Angeles Regional Food Bank, Second Harvest Food Bank and many others. The Company enjoys partnering in local communities and team-based volunteer events help bring our employees together as one team serving its communities.

Triumph Group Charitable Foundation. In 2008, the Triumph Group Charitable Foundation was formed and funded. The Triumph Group Charitable Foundation allocates its approximately $300,000 annual grant budget to recipient organizations with the missions of advancing education, with a focus on science, technology, engineering and mathematics (STEM), improving our communities, and supporting veterans and military families.

Anti-Hedging Policy

We believe that the issuance of incentive and compensatory equity awards to our officers and directors, including non-employee directors, along with our stock ownership guidelines, help to align the interests of such officers and directors with our stockholders. As part of our insider trading policy, we prohibit any officers and directors from engaging in hedging activities with respect to any owned shares or outstanding equity awards. The policy also discourages pledges of any Company stock by officers and directors, and requires Company notice and approval. None of our officers and directors pledged any shares of Company stock during fiscal year 2023.

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Director Age and Committee Composition

Board of Directors

The Board currently consists of nine directors: Paul Bourgon, Daniel J. Crowley, Cynthia M. Egnotovich, Daniel P. Garton, Barbara W. Humpton, Neal J. Keating, William L. Mansfield, Colleen C. Repplier, and Larry O. Spencer.

Chairman and Lead Independent Director

Mr. Crowley has served as Chairman since November 17, 2020. The Board continues to believe that Mr. Crowley’s proven leadership capabilities, strategic and operational expertise, and deep understanding of the aerospace and defense industry make him well-qualified to lead the Company in the role of Chairman.

On July 21, 2021, Mr. Mansfield became Lead Independent Director, based upon his strong record of corporate governance, long-standing history with the Board, and public company leadership experience. In addition to the Corporate Guidelines established by the Board, the Board has approved and adopted Lead Independent Director Guidelines, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and are available in print to any stockholder upon request. Among other responsibilities, the Lead Independent Director is charged with:

The Board has determined that Mr. Keating will serve as Lead Independent Director upon Mr. Mansfield's retirement at the Annual Meeting.

Director Independence

The Board has determined that each of Mr. Bourgon, Ms. Egnotovich, Mr. Garton, Ms. Humpton, Mr. Keating, Mr. Mansfield, Ms. Repplier and Gen. Spencer, along with Mr. Allen and Mr. Mather as nominees, are independent based upon the standards of independence set forth in the listing standards of the New York Stock Exchange and in our Independence Standards for Directors, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance.”

Meetings and Committees of the Board of Directors

The Board held ten meetings during our fiscal year ended March 31, 2023 and also acted 9 times by unanimous written consent. Each of our directors attended at least 75% of the meetings of the Board and committees of the Board of which he or she was a member during the fiscal year ended March 31, 2023. Ms. Egnotovich did not attend any meetings for the first half of fiscal year 2023 since she did not join the Board until September 28, 2022. We encourage all of our directors to attend the Annual Meeting. For the Annual Meeting, we expect all of our directors standing for re-election will attend. All of the directors attended the 2022 annual meeting of stockholders.

As Chairman, Mr. Crowley leads meetings of the Board. As Lead Independent Director, Mr. Mansfield provides leadership of the independent directors during meetings of the Board and also generally attends meetings of the Board’s committees (without a vote). Our Chairman and Lead Independent Director are elected annually by the Board upon a recommendation by the Nominating, Governance, and Sustainability Committee (the "Governance Committee"). Executive sessions of the independent directors are held at every Board

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meeting (which sessions are not attended by management, except upon invitation by the Chairman). While the Board believes this leadership structure is appropriate, the Board may decide to change it in the future.

The standing committees of the Board are the Audit Committee, the Human Capital and Compensation Committee (the “Compensation Committee”), the Nominating, Governance, and Sustainability Committee (the "Governance Committee"), and the Finance Committee. All members of the Board's committees are independent, as independence for such committee members is defined in the listing standards of the New York Stock Exchange and in our Independence Standards for Directors, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance.”

The Board has adopted a written charter for each of the standing committees, each of which is reviewed at least annually by the relevant committee. A copy of the charter of each standing Board committee is posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and is available in print to any stockholder upon request.

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Audit Committee

The Audit Committee, currently consisting of Ms. Egnotovich, Mr. Garton (Chair), Mr. Keating, Ms. Repplier and Gen. Spencer, met seven times during fiscal year 2023, and also acted one time by unanimous written consent. The Committee assists the Board in its oversight of the integrity of our financial statements, the operations and effectiveness of our internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and the independent registered public accounting firm. The Audit Committee assists management in overseeing the Company's cybersecurity and enterprise risk management programs. The Audit Committee is also responsible for reviewing and approving all related person transactions in accordance with the Company’s policy.

Compensation Committee

The Compensation Committee, currently consisting of Mr. Bourgon, Mr. Garton, Ms. Humpton (Chair), Mr. Keating and Ms. Repplier met five times during fiscal year 2023 and also acted 2 times by unanimous written consent. The Compensation Committee periodically reviews and evaluates the compensation of our officers and other members of senior management, administers the incentive plans under which the executive officers receive their compensation, establishes guidelines for compensation of other personnel and oversees our management development and succession plans. The Compensation Committee also assists management in overseeing the Company's human capital and diversity and inclusion programs.

The Compensation Committee determines the compensation of the Chairman, President and Chief Executive Officer. The Compensation Committee also reviews and approves the compensation proposed by the Chairman, President and Chief Executive Officer to be awarded to Triumph’s other executive officers, as well as certain key senior officers of each of Triumph’s operating companies and divisions. The Chairman, President and Chief Executive Officer generally attends Compensation Committee meetings but does not attend executive sessions or any discussion of his own compensation. The Compensation Committee also considers the results of the most recent stockholder advisory vote on executive compensation in determining executive compensation. The Compensation Committee may delegate any of its responsibilities to one or more subcommittees consisting solely of one or more members of the Compensation Committee as it may deem appropriate, provided, that the Compensation Committee does not delegate any power or authority required by law, regulation or listing standard to be exercised by the Compensation Committee as a whole.

As further described in the CD&A, for fiscal year 2023, the Compensation Committee engaged a compensation consultant, Pay Governance LLC (“Pay Governance”), whose selection and fees were recommended and approved by the Compensation Committee, to assist the Compensation Committee and the Chairman, President and Chief Executive Officer in modifying the Company's peer group, reviewing select officer pay recommendations, providing recommendations for fiscal year 2023’s long-term incentive plan design, and assisting with the preparation of the CD&A included in this Proxy Statement. Pay Governance provided the Compensation Committee with specific recommendations on the compensation for Mr. Crowley and input on the compensation for the other named executive officers.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is an officer or employee of the Company or any of its subsidiaries, nor were any of them an officer or employee of Company or any of our subsidiaries during the fiscal year ended March 31, 2023. None of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as one of our directors.

Governance Committee

The Governance Committee, currently consisting of Mr. Bourgon, Ms. Egnotovich (Chair), Ms. Humpton, Mr. Keating and Gen. Spencer, met five times during fiscal year 2023 and also acted 3 times by unanimous written consent. The Governance Committee assists the Board in identifying individuals qualified to become Board members, recommending the nominees for directors, developing and recommending our Corporate Governance Guidelines and overseeing the evaluation of the Board and management. In addition to these responsibilities, the committee also advises the Board on non-employee director compensation matters. In conjunction with the efforts of the Board's other committees, the Governance Committee also oversees the Company's environmental, governance, and sustainability programs.

Finance Committee

The Finance Committee, currently consisting of Mr. Bourgon, Mr. Garton, Ms. Humpton, Ms. Repplier (Chair), and Gen. Spencer, met seven times during the last fiscal year. The Finance Committee reviews our capital structure and policies, financial forecasts, operations and capital budgets, pension fund investments and employee savings plans and corporate insurance coverage, as well as other financial matters deemed appropriate by the Board.

Risk Oversight

The Board of Directors is responsible for consideration and oversight of risks facing Triumph. Acting as a whole and through its standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. The Board and its committees regularly review material strategic, operational, financial, compensation and compliance risks with senior management. In

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addition to such ongoing supervision, the Board has followed a practice of annually assessing the Company’s strategic risks and opportunities as part of an extended Board meeting. The Audit Committee performs a central oversight role with respect to financial and compliance risks, receives a report from Internal Audit, on the Company’s enterprise risk management assessment at each regular meeting, and meets independently, outside the presence and without the participation of senior management, with Internal Audit and our independent accountants in conjunction with each regularly scheduled Board meeting. The Compensation Committee considers the risks of the Company’s compensation programs in connection with the design of our compensation programs for senior corporate and Company management. In addition, the Finance Committee is responsible for assessing risks related to our capital structure, significant financial exposures, our risk management and major insurance programs and regularly assesses financial risks associated with such exposures and programs.

Director Nominations

As previously discussed, the Governance Committee assists the Board in identifying individuals qualified to become Board members and recommends the director nominees for the next annual meeting of stockholders. The Governance Committee will consider nominees for director recommended by stockholders in accordance with the following procedures. As a stockholder, you may recommend any person as a nominee for director for consideration by our Governance Committee by submitting the name(s), completed and signed questionnaire(s) and written representation and agreement(s), supplemented and updated if necessary, for each named person in writing to Jennifer H. Allen, Secretary, Triumph Group, Inc., 555 E. Lancaster Avenue, Suite 400, Radnor, Pennsylvania 19087. Recommendations should be received by no earlier than March 22, 2024 and later than April 21, 2024 for the 2024 annual meeting of stockholders and, as further described in the Bylaws, should generally be accompanied by:

As set forth in our Corporate Governance Guidelines and the Governance Committee charter, the Governance Committee has not established any specific minimum eligibility requirements for nominees, other than personal and professional integrity, dedication, commitment and, with respect to a majority of the Board, independence. However, when assessing a candidate’s qualifications, the Governance Committee considers the candidate’s experience, diversity (including gender, racial, and ethnic diversity), expertise, education, insight, judgment, skills, character, conflicts of interest and background. Within the limitations of the maximum number of the Board members deemed to be effective for the management of the Company, the Governance Committee seeks to ensure diversity among all of these criteria to provide the Board with the greatest practicable breadth of input. The Governance Committee seeks to implement these principles through consideration, on at least an annual basis, of the Board’s composition and discussion with the Board of any identified criteria that the committee believes should be sought in considering candidates for membership. A consideration of the adequacy of the Board’s composition is formally included in the Board’s annual self-evaluation, and the adequacy of the process for identifying and recommending Board candidates is examined as part of the annual self-evaluation of the Governance Committee.

The Governance Committee does not have any specific process for identifying and evaluating nominees. It considers candidates proposed by directors, executive officers and stockholders, as well as those identified by third party search firms.

Communications with Directors

The Board of Directors welcomes and seeks input from the Company’s stockholders during its stockholder meetings, through its investor relations function, and through direct communications to the Board. Stockholders and interested parties may communicate with any of our directors, any committee chair, the non-employee directors as a group or the entire Board of Directors by writing to the director, committee chair, non-employee directors or the Board in care of Triumph Group, Inc., Attention: Secretary, 555 E. Lancaster Avenue, Suite 400, Radnor, Pennsylvania 19087. Communications received by the Secretary for any director or group of directors are forwarded directly to the director or group of directors. If the communication is addressed to the Chairman, Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the Chairman, the Lead Independent Director, the appropriate committee chair, all the non-employee directors or all the directors.

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Director Compensation

In fiscal year 2023, each of the independent directors received a cash retainer in the amount of $85,000. Mr. Mansfield received a Lead Independent Director fee of $25,000. In addition, the Chair of the Audit Committee received a chair fee of $15,000, the Chair of the Compensation Committee received a chair fee of $12,500, the Chair of the Finance Committee received a chair fee of $10,000, and the Chair of the Governance Committee received a chair fee of $10,000. Each independent director also received an equity award in the form of restricted stock units with a grant date value of $140,000 (pro-rated for partial years of service). The following table summarizes compensation we paid to non-employee directors for their service during fiscal year 2023 under this revised non-employee director compensation program.

Director Stock Ownership Guidelines

To further align the interests of the non-employee directors of the Company with the interests of the stockholders, the Company has adopted stock ownership guidelines for its non-employee directors. These guidelines establish an expectation that each non-employee director will hold shares of Triumph common stock, including shares covered by restricted stock units granted under the 2016 Directors’ Plan, with a value equal to five times the amount of the annual cash retainer paid to non-employee directors. For purposes of the guidelines, the following categories of equity count toward satisfaction of the thresholds included in the guidelines: shares owned outright by an individual (including any shares owned by an immediate family member of such individual or trust established by such individual) and unvested time-based restricted stock units. An annual review is conducted by our Governance Committee to assess compliance with the guidelines. As of March 31, 2023, all of our non-employee directors met their applicable ownership guidelines except directors who were recently appointed during the course of fiscal year 2023. The Governance Committee will continue to monitor compliance with the guidelines.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors consists of five independent directors and operates under a written charter adopted by the Board and reviewed by the Audit Committee and the Board. The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting nor are they experts in the fields of auditing or accounting, including in respect of auditor independence. However, all committee members are financially literate. In addition, the Board has determined that each of Mr. Garton and Mr. Keating is an “audit committee financial expert” as defined under the rules of the SEC and that each member of the Audit Committee is independent as independence for audit committee members is defined in the listing standards of the New York Stock Exchange.

Management is responsible for Triumph’s internal control and the financial reporting process, including the presentation and integrity of our financial statements. Triumph’s independent registered public accounting firm is responsible for, among other things, performing an independent audit of Triumph’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and issuing a report thereon. Triumph’s independent registered public accounting firm is responsible for auditing the effectiveness of Triumph’s internal control over financial reporting and management’s assessment thereof in accordance with standards of the PCAOB, and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors. The Audit Committee also selects and approves the compensation of our independent registered public accounting firm.

In fiscal year 2023, the Audit Committee met and held private discussions with management, the independent registered public accounting firm and Triumph’s internal auditors. In addition, the members of the Audit Committee reviewed (independently or collectively) Triumph’s financial statements before such statements were filed with the SEC in Triumph’s quarterly reports on Form 10-Q and annual report on Form 10-K, and all press releases containing earnings reports. Management represented to the Audit Committee that Triumph’s financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee reviewed and discussed the financial statements with management and the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed under the applicable requirements of the PCAOB and the SEC.

The Audit Committee has received the written disclosures and the letter from the Company’s independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has had discussions with Ernst & Young LLP about its independence. The Audit Committee also considered whether the provision of non-audit services by Ernst & Young LLP is compatible with maintaining the independence of such independent auditor. Based on these discussions and disclosures, the Audit Committee concluded that Ernst & Young LLP is independent from Triumph and its management.

Based on the Audit Committee’s discussion with management, including with respect to the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 2023, its discussion with the independent registered public accounting firm and its review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board include the audited financial statements in Triumph’s Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC.

Audit Committee

Daniel P. Garton (Chair)

Cynthia M. Egnotovich

Neal J. Keating

Colleen C. Repplier

General Larry O. Spencer

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that Triumph specifically incorporates this information by reference, shall not otherwise be deemed filed under the Securities Act and the Exchange Act and shall not be deemed soliciting material.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Transactions with Related Persons

Our written policy for the Review, Approval or Ratification of Transactions with Related Persons (the “Policy”), requires our Board of Directors, or a committee thereof, to approve or ratify any transaction in which the amount involved exceeds $120,000, the Company or one of its subsidiaries is a participant, and any “related person” (as such term is defined in Item 404 of Regulation S-K) has a direct or indirect material interest. The Policy and the Company’s Code of Business Conduct establish procedures for reporting of potential related person transactions under the Policy and potential conflicts of interest. Our legal department determines whether reported transactions constitute a related person transaction requiring pre-approval.

The Policy provides that the Board may delegate the review and approval of a related person transaction to the Audit Committee (or another standing or ad hoc committee) if it is impractical to wait until the next Board or committee meeting to review and, if appropriate, approve or ratify such related person transaction. Additionally, the chair of the Audit Committee may approve the transaction, provided that the chair reports such approval at the next regularly scheduled Board meeting. If the transaction at issue relates to a member of the Board, that Board member may not participate in the review of such transaction. In approving or ratifying any transaction, the Board, the Audit Committee, the Chair of the Audit Committee or any other committee designated by the Board, as applicable, must determine that the transaction is fair and reasonable to the Company.

If the Board becomes aware of a related person transaction that was not pre-approved under the Policy, then the Board will review the matter and evaluate its options (including ratification, revision and termination of the transaction at issue).

Related Person Transactions

The Board is not aware of any transaction during fiscal year 2023, or any currently proposed transaction, in which Triumph or one of its subsidiaries was or is a participant, the amount involved exceeds $120,000, or in which any related person (as such term is defined in Item 404 of Regulation S-K) has or will have a direct or indirect material interest.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides detailed information about the compensation program for the Company’s named executive officers (“NEOs”). For our fiscal year 2023, which ended March 31, 2023 (“fiscal year 2023”), our NEOs are listed in the table below.

The following executive officer departed the Company on June 1, 2022 and is also a NEO for fiscal year 2023.

Mr. Crowley, Mr. McCabe, Ms. Allen, Mr. Quigley, and Mr. Kasiguran are referred to herein as our "Current NEOs". For purposes of the CD&A, the terms “Committee” and “Compensation Committee” refer to the Human Capital and Compensation Committee of the Board.

Executive Summary

Company and Performance Overview

In fiscal year 2023, we continued to partner with our customers and suppliers creatively and quickly to adapt to rapidly changing market conditions and continued to mitigate inflationary impacts to our business. In fiscal year 2023, the Company returned to organic growth, driven by the commercial aerospace market recovery, expanded operating profitability, and extended debt maturities enhancing liquidity and providing additional financial flexibility. Our sales decreased from fiscal year 2022 by 5.5% due to planned asset divestures and we used free cash of ($73) million* in fiscal year 2023. Adjusted EBITDAP was $196 million in fiscal year 2023, a 15.5% increase from $169 million in fiscal year 2022. Adjusted EBITDAP is a non-GAAP financial measure. For a reconciliation of net income to adjusted EBITDAP, see Appendix A to this Proxy Statement. For a detailed description of our operating results for fiscal year 2023 including the factors contributing to such results, see our Annual Report on Form 10-K for the year ended March 31, 2023 (the “Annual Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Annual Report.

* Free cash flow is a non-GAAP financial measure. For a reconciliation of adjusted free cash flow to cash flow used in operations, the most comparable GAAP measure, for fiscal year 2023, see Appendix A to this Proxy Statement.

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Executive Compensation Overview

Compensation Program Changes and Rationale in Fiscal Year 2023

For fiscal year 2023, the Company used a plan design for short-term incentives (the "AIP") that closely resembled the structure of the fiscal year 2022 plan. For its long-term incentive ("LTI") plans, however, the Company undertook a strategic approach to its plan design that aligned its elements with the aspects of performance most critical for long-term stockholder value: EBITDAP growth and total stockholder return ("TSR"). A summary of our fiscal year 2022 and 2023 AIP and LTI plan is reflected in the table below. See Appendix A for a reconciliation of GAAP and adjusted, non-GAAP EBITDAP, and a description of the adjustments to non-GAAP free cash flow.

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Other Fiscal Year 2023 Compensation Highlights

Best Practices in Executive Compensation Governance

The following practices and policies ensure sound corporate governance and alignment of interests between stockholders and executives.

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What We Do

✓ Pay for performance – A significant percentage of the total direct compensation package was at-risk and connected to performance objectives, including RSUs since their value depends on the stock price of the Company.

✓ Establish rigorous performance goals – Pre-established goals for our performance-based incentive plans are carefully developed and calibrated through a rigorous process that involves the Board.

✓ Maintain stock ownership guidelines – We maintain stock ownership guidelines to further align our executives’ interests with those of our stockholders. Stock ownership guidelines are 6 times base salary for the CEO and 1 to 3 times base salary for other executive officers.

✓ Use double-triggers for severance and vesting provisions We require both a qualified change in control and qualifying termination of employment (“double trigger”) for the payment of cash severance and the acceleration of outstanding equity awards in the event of a change in control of the Company.

✓ Designate a Lead Independent Director – Designation of a Lead Independent Director ensures appropriate oversight of management.

✓ Engage an independent compensation consultant – The Committee engages an independent consultant to advise on executive compensation program design, practices, and related governance. Other than providing non-employee director compensation advice to the Governance Committee, the consultant does not provide any other services to the Company.

✓ Clawback policy – We maintain a clawback policy with respect to incentive-based cash and equity compensation.

What We Don’t Do

× No stock option grants with an exercise price less than the fair market value on the date of grant.

× No excise tax gross ups are provided on a change in control termination.

× No repricing or exchanging of stock options or other equity awards without stockholder approval.

× No hedging of Company securities by directors or executive officers and pledging of Company securities is restricted.

× No excessive perquisites.

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Compensation Results: Payouts Reflect Corporate Performance

The Committee considers a mix of cash and equity awards over both the short-term and long-term as a critical balance in emphasizing Triumph’s commitment to performance alignment. This strong pay-for-performance alignment is clearly reflected in amounts earned by our NEOs based on the achievement of metrics established by the Committee under the AIP and LTI plans.

The following table illustrates how our performance has affected the actual and interim payouts of our AIP and LTI incentives based on our closing stock price of $11.59 on March 31, 2023, the final trading day of our fiscal year. Based on our actual and interim performance versus goals, the total realizable compensation for our CEO over the past three fiscal years is 90% of target, when including base salary earned over the period.

The average annual AIP payout over the last three fiscal years for our CEO is 133% of target. RSUs granted over the three-year period have a realizable value of 85% of grant value. Annual PSUs granted over the three-year period have a realizable value of 53% of grant value (interim performance for fiscal year 2022-fiscal year 2024 is trending at 77% of target and interim performance for fiscal year 2023-fiscal year 2025 is trending at 90% of target).

Three-Year (Fiscal Year 2021 – Fiscal Year 2023) Aggregate CEO Compensation (in millions)

The realizable value of our incentives are as follows:

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The Process for Setting Compensation

Objectives of Executive Compensation Program

Our executive compensation program is intended to achieve several business objectives:

Determining Executive Compensation: Process and Roles

The following parties are responsible for the development and oversight of our executive compensation program for our NEOs:

Compensation Committee

The Committee operates under a written charter approved by the Board and reviewed by the Committee annually. The charter provides that the Committee is accountable for: evaluating, adjusting, and approving executive compensation plans, policies and programs; considering matters relating to management evaluation, development and succession; and recommending individuals for appointment as officers.

In structuring each element of compensation and the executive compensation package, the Committee strives to create incentives for management in accordance with the interests of our stockholders to drive long-term growth in the Company’s equity value. For fiscal year 2023, the Committee determined CEO compensation and the CEO recommended compensation for the other NEOs. The Committee then considered and approved compensation for the CEO and the other NEOs, taking into consideration the compensation factors described in this CD&A.

Independent Compensation Consultant to the Committee

The Committee has the authority under its charter to retain independent consultants or advisors to assist it in gathering information and making decisions. The Committee has sought the advice of compensation consultants in the past to assist in developing appropriate incentives and in minimizing the risk that incentives will encourage inappropriate executive decisions and actions. Since August 2018, the Committee has retained Pay Governance, a nationally recognized independent executive compensation consultant, to provide advice on executive compensation matters.

During fiscal year 2023, Pay Governance: (1) reviewed the Company’s peer group to provide recommendations to better align the size and business fit of the companies we use as a comparison; (2) analyzed the competitive levels of each element of compensation (i.e., base salary, target annual incentive, and long-term incentive) and total compensation for the NEOs relative to our peer group and industry standards; (3) aided in developing and implementing the fiscal year 2023 annual and long-term incentive plan designs; (4) assisted in the preparation of this CD&A; and (5) provided advice on a number of other executive compensation and related governance matters. In addition, Pay Governance attended and participated in Committee meetings, met with the Committee in executive sessions without our executive officers or other members of management present, met individually with the Committee Chair, and reviewed and commented on management’s presentations used to engage in conversations with the Committee.

The Committee has analyzed whether the work of Pay Governance has raised any conflict of interest and has concluded that its work, including the individuals consulting services to the Committee, has not created any conflict of interest. The Committee also considered and confirmed the independence of legal advisors it retained during fiscal year 2023.

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Management

Management supports the Committee by making recommendations and providing analyses with respect to competitive pay practices and pay ranges, compensation and benefit plans, incentive goal setting, policies and procedures related to equity awards, perquisites, and general compensation and benefits philosophy. Senior human resources and legal executives attend Committee meetings to provide perspective and expertise relevant to the meeting agenda. Members of management do not recommend, determine, or participate in Committee discussions related to their individual compensation arrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs. These recommendations are based on analysis and guidance provided by the compensation consultant on behalf of the Committee and the CEO’s assessment of individual specific factors, including performance against key performance indicators.

Use of Market Data and Competitive Market Positioning

Competitive Assessment

The Committee reviews the Company’s performance and authorizes the salaries, incentive opportunities, and equity grants for the NEOs annually. As context for these decisions, the Committee reviews compensation practices and pay levels for the peer group of comparable companies as well as competitive survey data.

The Peer Group and Benchmarking

The Committee maintains a group of companies similar in size and industry in order to gauge marketplace compensation levels, program design, and practices. The Committee approved the fiscal year 2023 peer group of companies contained in the table below who have been selected based on the following criteria:

The peer group companies are reviewed annually to confirm continued alignment with the selection criteria. The peer group used to determine fiscal year 2023 pay levels included the following 20 companies:

In November 2022, the Committee conferred with Pay Governance and determined that it would eliminate Teledyne Technologies Incorporated and TransDigm Group Incorporated from the peer group for fiscal year 2024.

General Industry Survey Data

To supplement the peer group data, we also used the Willis Towers Watson General Industry Executive Compensation Survey Report to ensure that the Company’s compensation practices reflect broader industry practices and to match positions not available through the peer proxy review analysis. We reviewed specific parts of the database that provided compensation from companies with comparable size and scope to Triumph.

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Executive Compensation Program Details

Current Program Overview

Our compensation strategy is to place a major portion of total executive compensation at risk in the form of annual incentives and long-term stock-based compensation programs. This principle is demonstrated by our performance-oriented AIP and our long-term incentive structure, which includes the use of RSUs (weighted at 40%) and PSUs (weighted at 60%). The components of the fiscal year 2023 executive compensation program were:

See Appendix A for a reconciliation of GAAP and adjusted, non-GAAP EBITDAP, and a description of the adjustments to non-GAAP free cash flow.

Each of these components is described separately below.

In making decisions about compensation, the Committee closely reviews each separate component, as well as the full compensation package provided to each executive officer, including the NEOs.

Pay Mix

The actual annual incentive payout and payout on PSUs vary year-to-year with the Company’s performance. At target, the Committee intends for a large portion of our executives’ compensation to be performance-based and delivered through equity awards to help align the interests of our executives with those of our stockholders.

The figures below represent fiscal year 2023 pay mix and include: (1) base salary, (2) target annual incentives, and (3) target long-term incentives. RSUs are considered variable since their value depends on the stock price of the Company.

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Changes in Target Pay Levels

For fiscal year 2023, the Committee largely decided not to increase target compensation levels for the Current NEOs. The following table shows the Committee’s determinations regarding our Current NEOs’ fiscal year 2023 target compensation rates as compared to their fiscal year 2023 target compensation rate.

Base Salaries

We initially set base salary for each NEO by evaluating the responsibilities of the position and the experience of the individual. In doing so, we consider the compensation marketplace for executive talent. We determine annual salary adjustments by evaluating the performance of the Company and of each NEO, considering changes in responsibilities. For fiscal year 2023, the Committee declined to approve any merit increase for the Current NEOs except as described below. Fiscal year 2023 Current NEO base salaries were set as follows: