Loar Holdings Inc

This non-binding management proposal requests shareholder approval of the Company’s 2025 named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and related tables. Management frames the vote as an endorsement of a compensation program designed to align pay with Company performance and long-term stockholder value, highlighting performance-based annual bonuses tied to Adjusted EBITDA and long-term equity incentives granted at IPO with multi-year vesting. The board and Compensation Committee emphasize that the vote covers overall NEO pay rather than any single element, and they pledge to consider material negative voting outcomes when assessing potential changes. Contextually, this is Loar’s first advisory Say-on-Pay vote since ceasing to qualify as an emerging growth company, making the result a more meaningful gauge of public shareholder sentiment. The proposal is advisory—non-binding—and therefore does not compel contractual changes, but significant dissent could prompt committee review and adjustments to compensation design, metrics, or disclosure. Key governance considerations include the company’s substantial sponsor and insider ownership, the use of Adjusted EBITDA as the primary annual performance measure, and acceleration features in equity awards upon a change in control. Investors should weigh whether the pay program’s metrics, payout curves (including upside at 110%+ of budgeted EBITDA), retention-heavy multi-tranche option design, and post-IPO equity allocations align executives’ incentives with durable, risk-adjusted shareholder returns. The board recommends a vote FOR, arguing the program rewards both annual execution and long-term value creation while maintaining retention; however, the non-binding nature means shareholders must decide signal versus substance. Given Loar’s recent strong Adjusted EBITDA and record financial performance, management anticipates support, but the advisory result will be considered in future compensation decisions by the Compensation Committee.

This management proposal asks shareholders, on a non-binding basis, to indicate whether future advisory votes on executive compensation should be held every one, two, or three years. The board recommends an annual vote, arguing that yearly input supports best governance practices and gives the Compensation Committee timely feedback to adjust compensation policies and measure responsiveness to prior votes. The advisory question is required by Section 14A at least every six years and is not binding; however, the board commits to consider the outcome when deciding future practice. From a governance perspective, annual votes can increase accountability and signaling but may also encourage short-termism if committees overreact to single-year outcomes; less frequent votes reduce administrative burden but provide less frequent shareholder feedback. Loar’s context—recent transition from emerging growth company status, concentrated sponsor and insider ownership, and use of Adjusted EBITDA as the principal annual incentive metric—makes the frequency choice meaningful because it affects how often shareholders can formally express views on compensation alignment. The board’s recommendation for annual votes reflects a preference for frequent engagement and responsiveness to public shareholders during a growth and integration phase following the IPO and acquisitions. Institutional investors may weigh the trade-off between governance engagement and potential distraction or volatility in pay-setting when deciding between one- and multi-year options. The advisory result will guide but not bind the Company; a plurality or majority for a given frequency will be considered the shareholders’ preference and will be reviewed by the board in setting future practices.