DEF 14A of Loar Holdings Inc., Apr 14, 2026

DEF 14A of Loar Holdings Inc.

Filed Apr 14, 2026 · FY20250001193125-26-153469

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 II 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 13, 2026:

  2. Information Regarding Director Nominees and Current Directors

    | Name | Age | Independent | Position | | Class I directors continuing in office until the annual meeting of stockholders to be held in 2028 | | | | | Dirkson Charles | 62 | | President, Chief Executive Officer, Executive Co-Chairman and Director | | Anthony M. Carpenito(1) | 51 | X | Director | | Taiwo Danmola(2) | 66 | X | Director | | Paul S. Levy(1)(3) | 78 | X | Director | | Class II director nominees for election at the Annual Meeting | | | | | Raja Bobbili(3) | 38 | X | Director | | Alison Bomberg(1) | 57 | X | Director | | Margaret (Peg) McGetrick(2) | 67 | X | Director | | Class III directors continuing in office until the annual meeting of stockholders to be held in 2027 | | | | | Brett Milgrim | 57 | | Executive Co-Chairman and Director | | David Abrams(3)* | 65 | X | Director | | M. Chad Crow(2) | 58 | 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 Raja Bobbili served as Manager on 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 (“IPO”). He joined our board of directors in connection with our IPO. Since January 2014, Mr. Bobbili has served at Abrams Capital Management, LLC, where he is currently an Investment Analyst and Managing Director. Mr. Bobbili received his undergraduate education at the Massachusetts Institute of Technology, and earned a J.D./M.B.A. from Harvard University. 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 IPO. She joined our board of directors in connection with our IPO. 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 IPO. She joined our board of directors in connection with our IPO. 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.

  5. 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 IPO. He joined our board of directors in connection with our IPO. 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 IPO. He joined our board of directors in connection with our IPO. 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 IPO. He joined our board of directors in connection with our IPO. 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.

  6. Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028

    Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028 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 LA 13, from its inception in 2017 until its liquidation following our IPO. He joined our board of directors in connection with our IPO. 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 Co-Chairman of Doncasters Group Limited, a position he has held since February 1, 2026. From March of 2020 to February 1, 2026, Mr. Charles served as the Chairman of Doncasters Group Limited. 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 IPO. He joined our board of directors in connection with our IPO. 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 IPO. He joined our board of directors in connection with our IPO. 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 and of DPC Holdings since January 1, 2026. 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 IPO. He joined our board of directors in connection with our IPO. 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. 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.

  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 IPO, 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 IPO or, with respect to an individual who becomes a non-employee director after the closing of our IPO, at fair value within 30 days following the date the individual becomes a non-employee director, then the company issued pursuant to the Loar Holdings Inc. 2024 Equity Incentive Plan (as amended, 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 IPO. 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, 2025. 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 2025 for their services as members of our board of directors. During the fiscal year ended December 31, 2025, 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 ($) | Stock Awards ($) | Total ($) | | David Abrams(1) | N/A | None | None | | Raja Bobbili(1) | N/A | None | None | | Alison Bomberg(1) | N/A | None | None | | Anthony M. Carpenito(1) | N/A | None | None | | M. Chad Crow | 100,000 | None | 100,000 | | Taiwo Danmola | 100,000 | None | 100,000 | | Paul S. Levy(1) | N/A | None | None | | Margaret McGetrick | 100,000 | None | 100,000 |

  11. Director Compensation Table

    (1) Elected to waive right to receive any non-employee director cash compensation. The following table presents the aggregate number of stock awards held by our non-employee directors as of December 31, 2025.

  12. Director Compensation Table

    | Name | Number of Stock Awards Held as of December 31, 2025 | | David Abrams | None | | Raja Bobbili | None | | Alison Bomberg | None | | Anthony M. Carpenito | None | | M. Chad Crow | 17,857 | | Taiwo Danmola | 17,857 | | Paul S. Levy | None | | Margaret McGetrick | 17,857 |

  13. Elements of Compensation

    | Component | Form | Purpose | | Base Salary | Cash | To provide fair and competitive compensation for individual performance and level of responsibility of position held. | | Annual Incentive Awards | Cash | To provide performance-based annual cash awards for Company and subsidiary performance to motivate and reward key employees for achieving our annual business objectives and to drive performance. | | Long-term Incentive Awards | Equity Awards | To provide performance-based equity compensation in the form of stock options to align management with stockholders in pursuit of value creation and to retain key employees. |

  14. Annual Performance Bonus

    Annual Performance Bonus The Company’s annual performance bonus is intended to focus management on annual financial performance and reward the achievement of pre-established Company goals. For 2025, each NEO was eligible to receive an annual performance bonus opportunity established under the applicable employment agreement. The Compensation Committee believes the annual performance bonus is an important component of the Company’s pay-for-performance philosophy because it ties a meaningful portion of each NEO’s target direct compensation to annual Company performance. At target, the annual performance bonus represented 100% of target cash compensation for Messrs. Charles and Milgrim and 50% of target cash compensation for Messrs. D’Alessandro and Manella. For 2025, performance was measured based on budgeted EBITDA, as defined in the applicable employment agreements. Target bonus opportunities were 100% of base salary for Messrs. Charles and Milgrim and 50% of base salary for Messrs. D’Alessandro and Manella. No annual performance bonus was payable for EBITDA below 85% of budgeted EBITDA. At 85% of budgeted EBITDA, the bonus payout was 50% of target bonus; from 85% to 100% of budgeted EBITDA, payouts were determined on a straight-line basis from 50% to 100% of target bonus; from 100% to 110% of budgeted EBITDA, payouts were determined on a straight-line basis from 100% to 150% of target bonus; and at 110% or more of budgeted EBITDA, the payout was 150% of target bonus. For 2025, the Company achieved 104.16% of the Target, resulting in a performance bonus equal to 120.8% of the Target Bonus.

  15. Annual Performance Bonus

    | Executive | Base Salary ($) | Threshold (%) | Target Bonus (%) | Maximum (%) | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | | Dirkson Charles | 950,000 | 50 | 100 | 150 | 475,000 | 950,000 | 1,425,000 | 1,147,368 | | Brett Milgrim | 750,000 | 50 | 100 | 150 | 375,000 | 750,000 | 1,125,000 | 905,817 | | Glenn D’Alessandro | 471,870 | 25 | 50 | 75 | 117,968 | 235,935 | 353,903 | 284,952 | | Michael Manella | 423,360 | 25 | 50 | 75 | 105,840 | 211,680 | 317,520 | 255,658 |

  16. Annual Performance Bonus

    | Metric | Threshold Performance | Target Performance | Maximum Performance | Actual Results (in thousands) | Actual Payout (of Target) | | budgeted EBITDA (1) | 85% of budgeted EBITDA | 100% of budgeted EBITDA | 110% of budgeted EBITDA | $189.1 | 104.16% |

  17. Annual Performance Bonus

    (1) “budgeted EBITDA” means consolidated EBITDA, as defined in the applicable employment agreement as earnings before interest, taxes, depreciation and amortization and, for the avoidance of doubt, calculated net of compensation or bonuses required to be paid under the applicable employment agreement or bonus plan of the Company.

  18. Long-term Incentive Compensation

    Long-term Incentive Compensation The Compensation Committee believes long-term equity incentives are a critical component of the Company’s executive compensation program because they align the interests of executives with those of stockholders and support retention. In connection with the IPO, the Company granted stock options to the NEOs under the 2024 Plan. These options were structured in five equal tranches, with each tranche vesting on the applicable anniversary of the closing of the IPO over a five-year period and with escalating exercise prices by tranche. The Compensation Committee believes this structure supports long-term retention and aligns management with sustained post-IPO stock price appreciation. In the event of a change in control under the 2024 Plan, all outstanding stock options fully accelerate and become immediately exercisable with respect to all shares subject to those options. The Compensation Committee considered the Company’s existing equity program and the substantial long-term orientation of those awards in determining the 2025 compensation. In fiscal 2025, no equity awards were granted to any NEO.

  19. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  20. 2025 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 | 2025 | 950,000 | — | — | 1,783,047 | 1,147,368 | 10,500 | 3,890,915 | | 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 | 2025 | 750,000 | — | — | 1,783,047 | 905,817 | 10,500 | 3,449,364 | | Executive | 2024 | 750,000 | — | — | 1,233,507 | 884,823 | 10,350 | 2,878,680 | | Co-Chairman | 2023 | 750,000 | — | — | — | 976,826 | 9,900 | 1,736,726 | | Glenn | 2025 | 471,870 | — | — | 966,863 | 284,952 | 10,500 | 1,734,185 | | D’Alessandro | 2024 | 460,635 | — | — | 668,873 | 301,507 | 10,350 | 1,441,365 | | Treasurer and | 2023 | 438,700 | — | — | — | 285,689 | 9,900 | 734,289 | | Chief Financial | | | | | | | | | | Officer | | | | | | | | | | Michael J. Manella, | 2025 | 423,360 | — | — | 966,863 | 255,658 | 10,500 | 1,656,381 | | General Counsel | 2024 | 413,280 | — | — | 668,873 | 270,511 | 10,350 | 1,363,014 | | and Secretary | 2023 | 393,600 | — | — | — | 256,319 | 9,900 | 659,819 |

  21. 2025 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 2025, 2024 and 2023 bonus payments under such officer’s employment agreement, which is payable within 30 days after the completion of the 2025, 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.

  22. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reports potential payouts for the cash incentive awards granted under Loar’s non-equity incentive plan in 2025.

  23. Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | | Executive | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Dirkson Charles | — | 475,000 | 950,000 | 1,425,000 | | Brett Milgrim | — | 375,000 | 750,000 | 1,125,000 | | Glenn D’Alessandro | — | 117,968 | 235,935 | 353,902 | | Michael Manella | — | 105,840 | 211,680 | 317,520 |

  24. Grants of Plan-Based Awards

    (1) Amounts reflect the threshold, target and maximum amounts payable with respect to the cash incentive awards granted to each NEO under Loar’s non-equity incentive plan. Please see the “Annual Performance Bonus” section of the “Compensation Discussion & Analysis.”

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  26. Outstanding Equity Awards at 2025 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 | | Dirkson Charles | April 24, 2024 | Tranche A: 142,000 | Tranche B: 142,000 Tranche C: 142,000 Tranche D: 142,000 Tranche E: 142,000 | Tranche A: 28.00 Tranche B: 30.80 Tranche C: 33.88 Tranche D: 37.27 Tranche E: 40.99 | April 24, 2034 | | Brett Milgrim | April 24, 2024 | Tranche A: 142,000 | Tranche B: 142,000 Tranche C: 142,000 Tranche D: 142,000 Tranche E: 142,000 | Tranche A: 28.00 Tranche B: 30.80 Tranche C: 33.88 Tranche D: 37.27 Tranche E: 40.99 | April 24, 2034 | | Glenn D’Alessandro | April 24, 2024 | Tranche A: 77,000 | Tranche B: 77,000 Tranche C: 77,000 Tranche D: 77,000 Tranche E: 77,000 | Tranche A: 28.00 Tranche B: 30.80 Tranche C: 33.88 Tranche D: 37.27 Tranche E: 40.99 | April 24, 2034 | | Michael J. Manella | April 24, 2024 | Tranche A: 77,000 | Tranche B: 77,000 Tranche C: 77,000 Tranche D: 77,000 Tranche E: 77,000 | Tranche A: 28.00 Tranche B: 30.80 Tranche C: 33.88 Tranche D: 37.27 Tranche E: 40.99 | April 24, 2034 |

  27. Outstanding Equity Awards at 2025 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 vested 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.

  28. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 No stock options held by our NEOs were exercised during FY 2025.

  29. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  30. Potential Payments Upon Termination or Change of Control

    | Name | Number of Unvested Options (#) | Option Expiration Date | Number of Options to Vest upon Change of Control (#) | Number of Options Permitted to Continue to Vest upon Termination (#) | | Dirkson Charles | 568,000 | April 24, 2034 | 568,000 | — | | Brett Milgrim | 568,000 | April 24, 2034 | 568,000 | — | | Glenn D’Alessandro | 308,000 | April 24, 2034 | 308,000 | — | | Michael Manella | 308,000 | April 24, 2034 | 308,000 | — |

  31. Potential Payments Upon Termination or Change of Control

    | Name | Change in Control ($)(1) | Termination without Cause($) | Voluntary Termination for Good Reason($) | Termination for Disability($) | Termination for Cause($) | Termination for Death($) | Voluntary Termination Without Good Reason($) | | Dirkson Charles | 18,326,520 | 3,246,201 | 3,246,201 | 3,246,201 | 1,256,983 | 1,256,983 | 1,256,983 | | Brett Milgrim | 18,326,520 | 2,684,519 | 2,684,519 | 2,684,519 | 992,355 | 992,355 | 992,355 | | Glenn D’Alessandro | 9,937,620 | 1,377,502 | 1,377,502 | 1,377,502 | 339,399 | 339,399 | 339,399 | | Michael J. Manella | 9,937,620 | 1,341,575 | 1,341,575 | 1,341,575 | 304,507 | 304,507 | 304,507 |

  32. Potential Payments Upon Termination or Change of Control

    (1) These amounts assume that the NEO was not terminated in connection with the change in control. If the named executive was terminated without cause in connection with a change in control, his compensation would also include amounts listed in the column for “Termination without Cause.” The Compensation Committee has determined that providing for the acceleration of outstanding equity awards upon a change in control is appropriate and in the best interests of the Company and its stockholders. The Committee believes that this approach aligns management’s interests with those of stockholders by ensuring that executives remain focused on maximizing stockholder value in the context of a potential change in control, without regard to the impact such a transaction may have on their continued employment. In adopting this structure, the Committee considered the Company’s long-term ownership profile, the significant equity ownership of our senior executives, and the importance of maintaining management’s objectivity and retention through the completion of a transaction. The Committee believes that providing for equity acceleration upon a change in control reduces potential conflicts of interest that could otherwise arise if executives were required to remain employed following a transaction in order to realize the value of their equity awards. The Committee also believes that this approach is consistent with market practice among companies with significant sponsor ownership and substantial executive equity alignment, and that it appropriately balances executive incentives with stockholder interests while avoiding the need for transaction-specific retention arrangements.

  33. CEO Pay Ratio

    CEO Pay Ratio The SEC requires us to disclose the annual total compensation of each of Mr. Charles (our principal executive officer) and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Fiscal 2025 Summary Compensation Table). In Fiscal 2025, Mr. Charles’ annual total compensation was $3,890,915. Our median employee’s annual total compensation was $49,796. The ratio of Mr. Charles’ annual total compensation to our median employee’s annual total compensation was 78:1. The median employee was identified and the ratio was calculated in accordance with the methodology permitted under Item 402(u) of Regulation S-K, which implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. To identify the median employee, we calculated the 2025 total cash compensation (base salary, including overtime, and cash incentive compensation, where applicable) of all U.S. Company employees, including all full-time and part-time employees who were on Company payroll as of December 31, 2025 and were paid compensation in the year ended December 31, 2025, which is consistent with the methodology permitted under the SEC regulations. Similarly, we did not rely on any material assumptions, adjustments (e.g. cost of living adjustments) or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee or Mr. Charles. Once we identified our median employee, we re-calculated such employee’s annual total compensation consistent with the Fiscal 2025 Summary Compensation Table for purpose of determining the ratio of Mr. Charles’ annual total compensation to such employee’s total compensation.

  34. Pay Versus Performance

    Pay Versus Performance The SEC requires us to disclose the following pay versus performance information. The table below provides information concerning the relationship between compensation actually paid (“CAP”) to NEOs, calculated in accordance with SEC rules, and certain elements of Loar’s performance for FYs 2025 and 2024.

  35. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | CAP to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non- CEO NEOs ($) | Loar Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Net income ($)(5) | Company Selected Measure: Adjusted EBITDA ($)(6) | | 2025 | 3,890,915 | 3,462,548 | 2,279,977 | 1,982,332 | 139.34 | 179.81 | 72,146 | 189,124 | | 2024 | 3,340,498 | 34,490,091 | 1,894,353 | 23,538,202 | 151.45 | 123.23 | 22,231 | 146,336 |

  36. Pay Versus Performance

    (1) Reflects compensation amounts reported in the Summary Compensation Table for our CEO, Dirkson Charles, for the respective years shown. (2) CAP reflects the SEC’s required methodology, with adjustments for calculating CAP from Summary Compensation Table values provided in the tables below. (3) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Loar through the last day of the applicable fiscal year, assuming $100 was invested as of the market close on April 25, 2024, the first day our common stock began trading on the NYSE, when the closing price was $48.80 per share. Our initial public offering price was $28.00 per share. (4) For the relevant fiscal year, represents the cumulative total shareholder return of the S&P Aerospace & Defense Select Index, which we consider to be our peer group for purposes of the performance graph included in our Annual Reports on Form 10-K. (5) Reflects net income in Loar’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2025, and December 31, 2024. (6) Company Selected Measure (“CSM”) is Adjusted EBITDA, which is defined as net income adjusted to exclude interest income, net, (benefit from) provision for income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and certain non-recurring public company costs. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see Appendix A.

  37. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO ($) | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) for CEO ($) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year for CEO ($) | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years for CEO ($) | Plus: Change in Fair Value of Stock and Option Awards that Vested in the Covered Year for CEO ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option and Option Awards Forfeited during the Covered Year for CEO ($) | CAP to CEO ($) | | 2025 | 3,890,915 | (1,783,047) | — | (1,685,540) | 3,040,220 | — | 3,462,548 | | 2024 | 3,340,498 | (1,233,507) | 32,383,100 | — | — | — | 34,490,091 |

  38. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Less: Average Summary Compensation Table Total Equity (Stock Awards + Option Awards) for Non-CEO NEOs ($) | Plus: Average Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year for Non-CEO NEOs ($) | Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years for Non-CEO NEOs ($) | Plus: Average Change in Fair Value of Stock and Option Awards that Vested in the Covered Year for Non-CEO NEOs ($) | Less: Average Fair Value at Prior Fiscal Year-End of Stock and Option and Option Awards Forfeited during the Covered Year for Non- CEO NEOs ($) | Average CAP to Non-CEO NEOs ($) | | 2025 | 2,279,977 | (1,238,924) | — | (1,171,173) | 2,112,453 | — | 1,982,332 | | 2024 | 1,894,353 | (857,084) | 22,500,933 | — | — | — | 23,538,202 |

  39. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay versus Performance table above illustrates the following:

  40. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | ● | Loar achieved TSR of 139.3% and the peer group achieved TSR of 179.8% from April 25, 2024 through December 31, 2025. |

  41. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | ● | 2025 CAP for both our PEO and our non-PEO NEOs is lower than Summary Compensation Table total compensation because our stock price decreased 8.0%, and a significant proportion of PEO and non-PEO NEO pay is in the form of stock-based compensation. |

  42. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | ● | Loar’s 2025 net income increased to $72.1 million from $22.2 million in 2024. |

  43. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | ● | Loar’s 2025 Adjusted EBITDA increased to $189.1 million from $146.3 million in 2024. Adjusted EBITDA is the sole measure in our 2025 annual bonus. The positive increase in Adjusted EBITDA contributed to a positive increase in CAP to our PEO and our non-PEO NEOs. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measures, please see Appendix A. |

  44. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    The following table identifies the two most important performance measures used by our Compensation Committee to link the CAP to our CEO and other NEOs in 2025 to Company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in “Compensation Discussion and Analysis” above.

  45. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | Most Important Performance Measures | | Adjusted EBITDA | | Revenue |

  46. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    The charts below reflect the relationship of CAP to our CEO and other N E Os in each of 2024 and 2025 to (1) TSR of Loar and Peer Group TSR, (2) net income, and (3) Adjusted EBITDA. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various valuation assumptions, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement. For a discussion of how our Compensation Committee assesses Loar’s performance and our NEOs pay each year, see “Compensation Discussion and Analysis” in this Proxy Statement.