LOAR HOLDINGS INC (LOAR)
Sector: Industrials
2026 Annual Meeting Analysis
LOAR HOLDINGS INC · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors: Raja Bobbili, Alison Bomberg, and Margaret (Peg) McGetrick
Bobbili joined the board at the April 2024 IPO, meaning he has been a director for under 24 months and is fully exempt from the TSR performance trigger; he brings relevant private equity and financial expertise from Abrams Capital Management and no overboarding, attendance, or independence concerns are present.
Bomberg joined the board at the April 2024 IPO, placing her within the 24-month new-director exemption from the TSR trigger; she is an independent director with strong legal and investment management credentials and no overboarding, attendance, or independence issues.
McGetrick joined the board at the April 2024 IPO, so she falls within the 24-month new-director exemption; she is independent, serves on the audit committee with confirmed financial expertise, and brings decades of senior investment management experience with no attendance or overboarding concerns.
All three Class II nominees joined the board in connection with the April 2024 IPO, making them all exempt from the TSR underperformance trigger under the 24-month new-director exemption. Loar's 3-year price return of 37.7% trails the XLI sector ETF by 44.0 percentage points, which is below the 65-percentage-point threshold required to trigger a vote against for a company with strong positive absolute returns, so the TSR trigger would not fire even for longer-tenured directors. Each nominee is independent, attended at least 75% of meetings, is not overboarded, and brings relevant qualifications. All three receive a FOR vote.
Say on Pay
✓ FORCEO
Dirkson Charles
Total Comp
$3,890,915
Prior Support
N/A
This is Loar's first Say on Pay vote as a newly public company, so there is no prior year support threshold to evaluate. The CEO's total reported compensation of $3,890,915 is reasonable for a CEO of a $6.3 billion industrial aerospace and defense company, and the pay structure is weighted toward variable compensation — the annual cash bonus is tied to a clearly defined EBITDA target with a sliding scale, and the long-term incentive consists of stock options with escalating exercise prices that only pay out if the stock price rises above predetermined levels, both of which represent genuine pay-for-performance alignment. The company has adopted a clawback policy compliant with SEC and NYSE requirements, and management holds approximately 10% of outstanding shares, further aligning executive interests with shareholders.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
13 yrs
Audit Fees
$4,549,600
Non-Audit Fees
$1,496,175
EY has served since 2013 (approximately 13 years), well below the 25-year tenure threshold that would trigger concern; the combined non-audit fees (audit-related fees of $1,148,000 plus tax fees of $348,175, totaling $1,496,175) represent about 33% of audit fees of $4,549,600, which is comfortably below the 50% threshold; and EY is a Big 4 firm appropriate for a $6.3 billion market cap company.
Overall Assessment
The 2026 Loar Holdings annual meeting presents a clean ballot with no significant governance concerns: all three director nominees are newly public company directors exempt from the TSR trigger, the auditor fees are well within independence thresholds at a tenure of only 13 years, and the Say on Pay program reflects a genuine pay-for-performance structure tied to EBITDA with escalating-price stock options. There are no stockholder-submitted proposals on the ballot, and the board's recommendation of an annual Say on Pay frequency vote aligns with best practice.