Loar Holdings Inc.
For the period ended Jun 3, 2025. Filed Apr 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
| O | Preliminary Proxy Statement |
| O | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| X | Definitive Proxy Statement |
| O | Definitive Additional Materials |
| O | Soliciting Material under § 240.14a-12 |
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| O | Fee paid previously with preliminary materials. |
| O | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of Shareholders and Proxy Statement www.loargroup.com ir@loaegroup.com NYSE: LOAR
April 22, 2025
Fellow stockholders:
Since founding the company in 2012, we have strived to build Loar into an industry-leading aerospace and defense component supplier. Our business approach, which couples strong organic growth with our proven acquisition strategy, has created one of the most unique companies in our industry, resulting in an historic year for our company, shareholders, and teammates. We are excited to welcome all the new owners of Loar and thank you for your trust and investment.
To our public investors (partners), on behalf of our Board of Directors and our teammates, we want to thank you for your confidence and investment in Loar Holdings Inc. (Loar). As you know, 2024 was a year of transformation for the company. We effected a successful initial public offering (IPO), closed the largest acquisition in Loar’s history (Applied Avionics), and recorded record financial performance, all while continuing to execute on our core value drivers. …Launching new products, Optimizing productivity, Achieving price above inflation and Readying talent. Our execution of these value drivers resulted in record sales and Adjusted EBITDA in 2024 - levels that we expect to continue to surpass as we move forward through the collective efforts of 1,500 of the best teammates in the world. We have just two words for our mates … THANK YOU.
With a successful 2024 behind us, we now look to the journey ahead. A journey that will be unique to Loar, supported by the foundation of our value drivers, culture, commitment to always having a curious mind, and an unrelenting growth mindset. We are therefore pleased to invite our Partners to join us at our inaugural annual meeting as a public company. The annual meeting will be a virtual stockholder meeting, conducted via live webcast at www.virtualshareholdermeeting.com/LOAR2025 on Tuesday, June 3, 2025 at 10 a.m., Eastern Time, at which you can submit questions and vote online.
We ask for your support on the voting items in our proxy to enable us to continue to execute on our focus of building world-class products for our customers and delivering strong financial results for our stockholders. Whether or not you plan to participate in the annual meeting, we strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.
| Sincerely, | |
|---|---|
| Dirkson Charles | Brett Milgrim |
| President, Chief Executive Officer and Executive Co-Chairman | Executive Co-Chairman |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 3, 2025
Dear Stockholders:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (together with any adjournments, postponements, or continuations thereof, the “Annual Meeting”) of Loar Holdings Inc., a Delaware corporation. The Annual Meeting will be exclusively held virtually via live webcast at www.virtualshareholdermeeting.com/LOAR2025 on Tuesday, June 3, 2025 at 10 a.m., Eastern Time. The virtual format of the Annual Meeting allows us to preserve stockholder access while saving time and money for both us and our stockholders. With a virtual format you will be able to vote and submit questions during the Annual Meeting, and we encourage you to attend online and participate.
The Annual Meeting will take place to address the purposes outlined in the accompanying materials.
| 1. | To elect four nominees for Class I directors: Dirkson Charles, Anthony M. Carpenito, Taiwo Danmola and Paul S. Levy, each to hold office until our annual meeting of stockholders in 2028 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal; |
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To amend the Loar Holdings Inc. 2024 Equity Incentive Plan; and |
| 4. | To conduct any other business properly brought before the Annual Meeting. |
A printed copy of our proxy materials, including a proxy card, the proxy statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”), is being mailed to our stockholders on or about April 22, 2025 and sent bye-mail to our stockholders who have opted for such means of delivery on or about April 22, 2025. The proxy materials provide instructions on how to vote online or by telephone. The Proxy Statement and our 2024 Annual Report can also be accessed directly at www.proxyvote.com using the control number located on your proxy card, or in the instructions that accompanied the proxy materials.
Our board of directors has fixed the close of business on April 21, 2025 as the record date for the Annual Meeting. Only holders of record of shares of our common stock as of the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Michael J. Manella
Vice President, General Counsel and Secretary,
White Plains, New York
April 22, 2025
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee, and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that nominee.
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Proxy Statements for the 2025 Annual Meeting of Stockholders | 2 |
| Questions and Answers About the Annual Meeting | 3 |
| PROPOSAL ONE: Elections of Directors | 10 |
| Information Regarding Director Nominees and Current Directors | 11 |
| Information Regarding the Board of Directors and Corporate Governance | 15 |
| Director Compensation | 20 |
| PROPOSAL TWO Ratification of Appointment of Independent Registered Public Accounting Firm | 22 |
| Report of the Audit Committee of the Board of Directors | 24 |
| PROPOSAL THREE Amended and Restated Loar Holdings Inc. 2024 Equity Incentive Plan | 25 |
| Executive Officers | 28 |
| Executive Compensation | 29 |
| Security Ownership of Certain Beneficial Owners and Management | 36 |
| Certain Relationships and Related Person Transactions | 39 |
| Delinquent Section 16(a) Reports | 43 |
| Householding of Proxy Materials | 43 |
| Appendix A: Amended and Restated 2024 Equity Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.