DEF 14A of Loar Holdings Inc., Apr 22, 2025

DEF 14A of Loar Holdings Inc.

Filed Apr 22, 2025 · FY20240001193125-25-087948

Open on EDGAR

  1. Information Regarding Director Nominees and Current Directors

    Information Regarding Director Nominees and Current Directors The following table sets forth, for the Class I director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 21, 2025:

  2. Information Regarding Director Nominees and Current Directors

    | Name | Age | Independent | Position | | Class I director nominees for election at the Annual Meeting | | | | | Dirkson Charles | 61 | | President, Chief Executive Officer, Executive Co-Chairman and Director | | Anthony M. Carpenito(1) | 50 | X | Director | | Taiwo Danmola(2) | 65 | X | Director | | Paul S. Levy(1)(3) | 77 | X | Director | | Class II directors continuing in office until the annual meeting of stockholders to be held in 2026 | | | | | Raja Bobbili(3) | 37 | X | Director | | Alison Bomberg(1) | 56 | X | Director | | Margaret (Peg) McGetrick(2) | 66 | X | Director | | Class III directors continuing in office until the annual meeting of stockholders to be held in 2027 | | | | | Brett Milgrim | 56 | | Executive Co-Chairman and Director | | David Abrams(3)* | 64 | X | Director | | M. Chad Crow(2) | 57 | X | Director |

  3. Information Regarding Director Nominees and Current Directors

    * Lead independent director. (1) Member of the nominating and corporate governance committee. (2) Member of the audit committee. (3) Member of the compensation committee.

  4. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Dirkson Charles founded Loar Group Inc. in 2012 and has served as President, Chief Executive Officer and Executive Co-Chairman since inception. He has served as President, Chief Executive Officer and Executive Co-Chairman of Loar Holdings Inc., formerly known as Loar Holdings, LLC, since its inception in 2017. He also served as Executive Manager and Co-Chairman of the Board of Managers of Loar Acquisition 13, LLC, a Delaware limited liability company (“LA 13”), from its inception in 2017 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. From May 2007 to December 2010, Mr. Charles served as an Executive Vice President of McKechnie Aerospace responsible for all aspects of financial operations for this multinational organization. From February 1989 to May 2007, Mr. Charles was Executive Vice President and Chief Financial Officer with K&F Industries, a leading manufacturer of aviation wheels, brakes, fuel tanks and brake control systems. In addition, Mr. Charles was with Arthur Andersen and Company for five years where he supervised audit engagements and acquired expertise in the Securities and Exchange Commission rules and regulations. Mr. Charles currently serves as the Chairman of Doncasters Group Limited, a position he has held since March of 2020. Mr. Charles has also served as a Director of Builders FirstSource, Inc. since June 2022. Mr. Charles holds an undergraduate degree in public accounting and an M.B.A. in finance from Pace University. He is a certified public accountant in the State of New York. Mr. Charles is the President, Chief Executive Officer and Executive Co-Chairman of Loar Holdings Inc., formerly known as Loar Holdings, LLC. That role, along with his service as a member of the board of directors of a public company, prior high-level leadership positions and his critical accounting skills as a licensed C.P.A. and from his prior experience in public accounting, make him an essential Board member. Anthony M. Carpenito served as Manager on the Board of Managers of LA 13 from 2019 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Since April 2015, Mr. Carpenito has served at Abrams Capital Management, LLC, where he is currently Head of Private Capital Markets. Previously, Mr. Carpenito spent nearly 10 years in Credit Suisse’s Private Fund Group, including as Managing Director and Head of the Real Estate Private Fund Group. Prior to that role, he spent three years at GAMCO Investors in a hedge fund capital raising role. He started his career at Goldman Sachs, holding various roles in Controllers, emerging debt capital markets and asset management. Mr. Carpenito holds a B.A. in Economics and Political Science from Bucknell University and an M.B.A. from Columbia University. Mr. Carpenito has extensive experience in private equity investing, financial matters, and knowledge and understanding of business and corporate strategy, including from his long tenure on the Board of Managers of LA 13. Taiwo Danmola served as Manager on the Board of Managers of LA 13 from February 2024 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Mr. Danmola has served as the Managing Member of Taiwo Danmola LLC since January 2021. He has also served as the part-time Chief Accounting Officer of Global Infrastructure Solutions Inc. since 2021. Mr. Danmola has also served as Director of Security Mutual Life Insurance Company of New York since September 2022. Prior to his current positions, Mr. Danmola served as Assurance Partner at Ernst & Young, LLP from 2002 to 2020. Previously, Mr. Danmola served as Assurance Partner at Arthur Andersen, LLP. Since 2022, Mr. Danmola served as a non-Trustee member of the Audit Committee of the Brooklyn Public Library and was appointed, effective April 2023, to its Board of Trustees. Mr. Danmola holds a B.S. in Accounting and a Minor in Economics from St. John’s University. Mr. Danmola is a Certified Public Accountant in New York State. Mr. Danmola has vast experience in accounting and auditing. Through his previous experience as an Assurance Partner at large auditing firms, he brings valuable knowledge to the Board and the Audit Committee. Paul S. Levy served as Manager on the Board of Managers of LA 13 from its inception in 2017 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Mr. Levy founded JLL Partners, a New York-based private equity firm, in 1988 and currently serves as its Managing Director. In addition, Mr. Levy is the Chairman of the Board of Directors of Builders FirstSource, Inc. Mr. Levy has also previously served on the boards of numerous private companies. In the last five years, Mr. Levy previously served on the boards of the following public companies: Patheon, Inc. and PGT Innovations, Inc. Mr. Levy holds a B.A. in History from Lehigh University and a J.D. from University of Pennsylvania. Mr. Levy has vast experience investing in and managing a wide variety of businesses, including his long tenure on the Board of Managers of LA 13, and has served on the boards of directors of several public companies. Mr. Levy has also been a senior manager of a large company, general counsel of another company, and a practicing lawyer, bringing further breadth to his contributions to the Board.

  5. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2026

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2026 Raja Bobbili served as Manager on the Board of Managers of LA 13 from its inception in 2017 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Since January 2014, Mr. Bobbili has served at Abrams Capital Management, LLC, where he is currently an Investment Analyst and Managing Director. Mr. Bobbili holds a B.S. in Electrical Engineering and Computer Science and a B.S. in Economics from the Massachusetts Institute of Technology, an M.B.A. from Harvard Business School and a J.D. from Harvard Law School. Mr. Bobbili has extensive experience in private equity investing, financial matters, and knowledge and understanding of business and corporate strategy, including from his long tenure on the Board of Managers of LA 13. Alison Bomberg served as Manager on the Board of Managers of LA 13 from its inception in 2017 until its liquidation following our initial public offering. She joined our board of directors in connection with our initial public offering. Since June 2015, Mrs. Bomberg has served at Abrams Capital Management, LLC, where she is currently a Managing Director and General Counsel. Previously, Mrs. Bomberg was a Partner in the Private Equity group of Ropes and Gray, LLP where she practiced law for 21 years. Mrs. Bomberg serves on the Advisory Board of the non-profit Boston Youth Symphony Orchestras. Mrs. Bomberg holds a B.A. in Foreign Policy from the University of Wisconsin-Madison and a J.D. from Boston University School of Law. Ms. Bomberg has vast experience from her long tenure on the Board of Managers of LA 13. She serves as a senior lawyer of a large investment company. As a practicing lawyer, she brings valuable knowledge to the Board. Margaret (Peg) McGetrick served as Manager on the Board of Managers of LA 13 from February 2024 until its liquidation following our initial public offering. She joined our board of directors in connection with our initial public offering. Ms. McGetrick has served as Director of Grantham, Mayo, Van Otterloo & Co. (“GMO”), an investment management company, since 2011. From 2016 to 2017, Ms. McGetrick served as the interim Chief Executive Officer of GMO when she stepped in from her Trustee position to manage a $70 billion global asset management firm through a corporate restructure and the hiring and onboarding of a new Chief Executive Officer. Previously, Ms. McGetrick was a Founding Partner and Portfolio Manager of Liberty Square Asset Management, a majority women-owned, multi-billion dollar hedge fund. Prior to that role, Ms. McGetrick served as Partner and Head of International Active at GMO. Ms. McGetrick has also served as Trustee of non-profit Save the Children US since 2017 and Trustee of Save the Children Association/Save the Children International Board since 2020. Ms. McGetrick holds a B.A. in Psychology and a B.S. in Business Management from Providence College, and an M.S. in Finance from Fairfield University. Ms. McGetrick has extensive experience in investing, financial matters, and knowledge and understanding of business and corporate strategy, including from her long tenure at GMO. She will bring valuable knowledge to the Board and the Audit Committee.

  6. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027 Brett Milgrim has been the Executive Co-Chairman of Loar Holdings Inc., formerly known as Loar Holdings, LLC since 2017. He also served as Executive Manager and Co-Chairman of the Board of Managers of LA 13 from its inception in 2017 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. From 1997 until his retirement in 2011, Mr. Milgrim was a Managing Director and Partner of JLL Partners, a New York-based private equity firm, where he was responsible for leading investments in JLL’s industrial vertical and has extensive experience in all areas of corporate finance and capital markets. His background involving the management of numerous aerospace and industrial companies is valuable in leading Loar’s overall corporate and acquisition strategies. Mr. Milgrim previously served in the Investment Banking department of Donaldson, Lufkin & Jenrette Securities Corporation. Mr. Milgrim currently serves on the Board of Directors of Builders FirstSource, Inc., a position he has held since 1999. Mr. Milgrim previously served as a director of Horizon Global Corporation until its acquisition in February 2023 and PGT Innovations, Inc. until its acquisition in March 2024. Mr. Milgrim holds an M.B.A. from The Wharton School of the University of Pennsylvania and a Bachelor’s Degree from Emory University. Mr. Milgrim is the Executive Co-Chairman of Loar Holdings Inc., formerly known as Loar Holdings, LLC. That role, along with his knowledge regarding all aspects of corporate finance and capital markets and service on the boards of other public companies, make him an essential Board member. David Abrams served as Manager on the Board of Managers of LA 13 from its inception in 2017 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Mr. Abrams founded Abrams Capital Management, LLC in 1999 and has been its Chief Executive Officer and Portfolio Manager since inception. Previously, Mr. Abrams was a senior investment professional with The Baupost Group of Boston, Massachusetts, for 10 years. Mr. Abrams holds a B.A. in History from the University of Pennsylvania. Mr. Abrams has vast experience investing in a wide variety of businesses, including his long tenure on the Board of Managers of LA 13. He brings valuable knowledge to the Board. M. Chad Crow served as Manager on the Board of Managers of LA 13 from February 2024 until its liquidation following our initial public offering. He joined our board of directors in connection with our initial public offering. Mr. Crow has served since April 2021 as a fractional Chief Financial Officer for Lone Star Pharmaceuticals, a pharmaceutical distribution company, and MAC Realty, a rental properties company. Previously, Mr. Crow joined Builders FirstSource, Inc. in September 1999, and held several roles of increasing responsibility thereafter. In 2009, Mr. Crow was named Senior Vice President and Chief Financial Officer; in 2014, he was promoted to President and Chief Operating Officer; and in 2017, he became a Director, President and Chief Executive Officer, serving in such roles until April 2021. Previously, he served in a variety of positions at Pier One Imports and Price Waterhouse LLP. Mr. Crow holds a B.B.A. in Accounting from Texas Tech University. Mr. Crow has significant public company financial and executive experience. He has over 20 years of experience in senior and executive management and held a C.P.A. license for over 25 years. Through his previous experience as Chief Financial Officer and Chief Executive Officer of a publicly-traded company, Mr. Crow brings valuable knowledge to the Board and the Audit Committee.

  7. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  8. Director Compensation

    Director Compensation Each of our non-employee directors is eligible to receive compensation for his or her service on our Board consisting of annual cash retainers of $100,000, payable quarterly. Mr. Abrams, Mr. Bobbili, Mrs. Bomberg, Mr. Carpenito and Mr. Levy have waived and intend to waive any such cash retainers payable to them. In connection with our initial public offering, we offered first time non-employee directors the opportunity to make a one-time election to participate in a stock purchase and matching grant program, which provides that if the non-employee director purchased shares of our common stock (the “Purchased Shares”) (the date of the first such purchase, the “Purchase Date”) as part of the directed share program in our initial public offering or, with respect to an individual who becomes a non-employee director after the closing of our initial public offering, at fair value within 30 days following the date the individual becomes a non-employee director, then the company issued pursuant to the 2024 Plan a matching grant of fully vested shares of our common stock (the “Matching Grant Shares”) equal to 25% of the aggregate fair value of the purchased shares, up to a maximum aggregate matching grant of $500,000 per director. For any non-employee director who elected to participate in this program, the Matching Grant Shares are restricted from sale pursuant to the terms of the 2024 Plan as follows: all Matching Grant Shares are restricted from sale prior to the third anniversary of such non-employee director’s Purchase Date, provided that such non-employee director may sell up to 50% of his or her Purchased Shares beginning the day after the first anniversary of his or her Purchase Date and ending on the third anniversary of his or her Purchase Date, after which all such restrictions will cease. On April 24, 2024, we granted 17,857 Matching Grant Shares to each of Mr. Crow, Mr. Danmola and Ms. McGetrick, each of whom is a non-employee director of the Company who purchased shares of common stock under the directed share program of our initial public offering. Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

  9. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any cash compensation, make any equity awards or non-equity awards, or pay any other compensation to any of the non-employee members of our board of directors in 2024 for their services as members of our board of directors. During the fiscal year ended December 31, 2024, Dirkson Charles, our President, Chief Executive Officer and Executive Co-Chairman, and Brett Milgrim, our Executive Co-Chairman, both served as members of our board of directors as well as employees. Mr. Charles and Mr. Milgrim did not receive any additional compensation for their services as members of our board of directors and therefore are not included in the table below. The total compensation earned by or paid to Mr. Charles and Mr. Milgrim is presented in the “Summary Compensation Table” in the section titled “Executive Compensation.”

  10. Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | David Abrams(3) | N/A | None | None | | Raja Bobbili(3) | N/A | None | None | | Alison Bomberg(3) | N/A | None | None | | Anthony M. Carpenito(3) | N/A | None | None | | M. Chad Crow | $100,000 | $500,000 | $600,000 | | Taiwo Danmola | $100,000 | $500,000 | $600,000 | | Paul S. Levy(3) | N/A | None | None | | Margaret McGetrick | $100,000 | $500,000 | $600,000 |

  11. Director Compensation Table

    (1) Our non-employee directors became eligible to receive cash retainer payments effective as of the effective time of the registration statement for our IPO on April 24, 2024. (2) The following table presents the aggregate number of stock awards held by our non-employee directors as of December 31, 2024.

  12. Director Compensation Table

    | Name | Number of Stock Awards Held as of December 31, 2024 | | David Abrams(3) | None | | Raja Bobbili(3) | None | | Alison Bomberg(3) | None | | Anthony M. Carpenito(3) | None | | M. Chad Crow | 17,857 | | Taiwo Danmola | 17,857 | | Paul S. Levy(3) | None | | Margaret McGetrick | 17,857 |

  13. Director Compensation Table

    (3) Elected to waive right to receive any non-employee director cash compensation.

  14. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  15. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Dirkson | | | | | | | | | | Charles | | | | | | | | | | President, | | | | | | | | | | Chief | 2024 | 950,000 | — | — | 1,233,507 | 1,146,641 | 10,350 | 3,340,498 | | Executive | | | | | | | | | | Officer | 2023 | 950,000 | — | — | — | 1,237,313 | 9,900 | 2,197,213 | | and Executive | | | | | | | | | | Co-Chairman | | | | | | | | | | Brett Milgrim | 2024 | 750,000 | — | — | 1,233,507 | 884,823 | 10,350 | 2,878,680 | | Executive | | | | | | | | | | Co-Chairman | 2023 | 750,000 | — | — | — | 976,826 | 9,900 | 1,736,726 | | Glenn | | | | | | | | | | D’Alessandro | 2024 | 460,635 | — | — | 668,873 | 301,507 | 10,350 | 1,441,365 | | Treasurer and | | | | | | | | | | Chief Financial | 2023 | 438,700 | — | — | — | 285,689 | 9,900 | 734,289 | | Officer | | | | | | | | |

  16. 2024 Summary Compensation Table

    (1) Represents the aggregate fair value of the stock options that were granted to each of our named executive officers during 2024. (2) Represents the named executive officer’s 2024 and 2023 bonus payments under such officer’s employment agreement, which is payable within 30 days after the completion of the 2024 and 2023 audited financial statements, respectively. Please see the section entitled “Employment, Severance and Change of Control Arrangements—Non-Equity Incentive Plan Compensation” below for additional details. (3) Represents the amount of the employer matching contribution made by the Company to the 401(k) plan for the named executive officer.

  17. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  18. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | | | | | Tranche A: 142,000 | Tranche A: $28.00 | | | | | | Tranche B: 142,000 | Tranche B: $30.80 | | | Dirkson Charles | April 24, 2024 | None | Tranche C: 142,000 | Tranche C: $33.88 | April 24, | | | | | Tranche D: 142,000 | Tranche D: $37.27 | 2034 | | | | | Tranche E: 142,000 | Tranche E: $40.99 | | | | | | Tranche A: 142,000 | Tranche A: $28.00 | | | | | | Tranche B: 142,000 | Tranche B: $30.80 | | | Brett Milgrim | April 24, 2024 | None | Tranche C: 142,000 | Tranche C: $33.88 | April 24, | | | | | Tranche D: 142,000 | Tranche D: $37.27 | 2034 | | | | | Tranche E: 142,000 | Tranche E: $40.99 | | | | | | Tranche A: 77,000 | Tranche A: $28.00 | | | | | | Tranche B: 77,000 | Tranche B: $30.80 | April 24, | | Glenn D’Alessandro | April 24, 2024 | None | Tranche C: 77,000 | Tranche C: $33.88 | | | | | | Tranche D: 77,000 | Tranche D: $37.27 | 2034 | | | | | Tranche E: 77,000 | Tranche E: $40.99 | |

  19. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Each grant of options to purchase common stock was granted in five separate, equal size tranches: Tranche A, Tranche B, Tranche C, Tranche D and Tranche E. Tranche A vests on the first anniversary of the closing of our initial public offering, which closed on April 29, 2024, with an exercise price set at the initial public offering price, which was $28.00 per share. Tranche B vests on the second anniversary of the closing of our initial public offering with an exercise price set at the product of 1.10 and the initial public offering price. Tranche C vests on the third anniversary of the closing of our initial public offering with an exercise price set at the product of 1.21 and the initial public offering price. Tranche D vests on the fourth anniversary of the closing of our initial public offering with an exercise price set at the product of 1.33 and the initial public offering price. Tranche E vests on the fifth anniversary of the closing of our initial public offering with an exercise price set at the product of 1.46 and the initial public offering price. The options expire on the earlier of (i) ten years from the grant date or (ii) 90 days after termination of employment other than upon death, disability or cause.