Brett Milgrim
About Brett Milgrim
Executive Co‑Chairman and Director of Loar Holdings Inc. since 2017; age 56; formerly Managing Director and Partner at JLL Partners (1997–2011) and prior investment banker at Donaldson, Lufkin & Jenrette. Education: MBA (Wharton), BA (Emory). Company performance in FY2024: net sales $402.819M (+26.9% y/y), EBITDA $130.702M, Adjusted EBITDA $146.336M (36.3% margin), with diversified end‑markets and 53% aftermarket exposure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JLL Partners | Managing Director & Partner | 1997–2011 | Led industrial investments; experience across corporate finance and capital markets useful for Loar’s M&A strategy . |
| Donaldson, Lufkin & Jenrette | Investment Banking | Pre‑1997 | Corporate finance background underpinning acquisition strategy and capital allocation . |
| LA 13 (pre‑IPO holding LLC) | Executive Manager & Co‑Chairman, Board of Managers | 2017–2024 (liquidated at IPO) | Oversaw governance and distribution waterfall to Loar common; transition to public listing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Builders FirstSource, Inc. | Director | 1999–present | Long tenure; cross‑industry governance expertise; BFS networks potentially enhance talent and board processes . |
| Horizon Global Corporation | Director | Until Feb 2023 | Automotive sector exposure; oversight through acquisition outcome . |
| PGT Innovations, Inc. | Director | Until Mar 2024 | Public board experience; governance and strategy contributions . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Other Cash ($) |
|---|---|---|---|---|
| 2024 | 750,000 | 100% (EBITDA‑based target bonus) | 884,823 | 10,350 (401k match) |
| 2023 | 750,000 | 100% (EBITDA‑based target bonus) | 976,826 | 9,900 (401k match) |
Performance Compensation
- 2024 Option Awards (grant‑date fair value): $1,233,507 .
- Annual bonus metric: Company EBITDA vs “Target”; linear payout scale from 0% at <85% to 150% at ≥110% of Target; Target Bonus = 100% of base salary for Milgrim .
| Incentive Type | Metric | Weighting | Target | Actual/Payout Basis | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | EBITDA vs Target | 100% of salary | 85%→50%; 100%→100%; 110%→150% payout scale | 2024 payout $884,823 | Paid post audit completion . |
| Stock options (2024 IPO grant – total 710,000) | Stock price at strikes | N/A | 5 tranches; exercise prices set off IPO price | Grant FV $1,233,507 | See tranche schedule below . |
Option Tranche Schedule (Milgrim – 710,000 total; grant 4/24/2024; expire 4/24/2034)
| Tranche | Options (#) | Exercise Price ($) | Vest Date |
|---|---|---|---|
| A | 142,000 | 28.00 | 4/29/2025 (1st anniversary of IPO close) |
| B | 142,000 | 30.80 (1.10× IPO) | 4/29/2026 |
| C | 142,000 | 33.88 (1.21× IPO) | 4/29/2027 |
| D | 142,000 | 37.27 (1.33× IPO) | 4/29/2028 |
| E | 142,000 | 40.99 (1.46× IPO) | 4/29/2029 |
Change‑of‑control: all outstanding stock options become immediately exercisable .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,615,868 shares (includes BNM Capital LLC holdings and 142,000 options exercisable within 60 days) . |
| Ownership % of outstanding | 4.9% (based on 93,556,071 shares) . |
| Vested vs unvested (12/31/2024) | No options exercisable; five equal tranches unexercisable until annual vesting dates . |
| Pledging/hedging | Prohibited by insider trading policy (no short sales, derivatives, margin/pledge) . |
| Additional lock‑up | Milgrim restricted from selling shares held immediately post‑IPO until 9/30/2027; exception up to $30M; pro‑rata exception if Abrams sells >50% of its holdings during period . |
Employment Terms
- Agreement date: April 29, 2024 (amended & restated, effective at IPO) .
- Base salary: $750,000 (2024 terms) .
- Bonus: EBITDA‑based scale; Target Bonus = 100% of base salary .
- Severance (without cause/for good reason/disability): 24 months salary continuation; pro‑rata bonus; up to 18 months COBRA premiums; subject to release and covenants .
- Restrictive covenants: 24‑month non‑compete and non‑solicit; perpetual confidentiality .
- Clawback: Dodd‑Frank‑compliant policy adopted April 16, 2024 for restatements (3‑year lookback) .
- Equity: 2024 IPO options (710,000) with tranche vesting; CoC accelerates exercisability .
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class III Director; term to 2027 annual meeting . |
| Independence | Not independent (executive officer) . |
| Committee roles | None disclosed for Milgrim (Audit: Danmola/Crow/McGetrick; Compensation: Bobbili/Abrams/Levy; Nominating: Bomberg/Carpenito/Levy) . |
| Lead Independent Director | David Abrams; presides over executive sessions; agenda/materials oversight . |
| Board meetings/attendance | 4 meetings in FY2024; each director attended ≥75% of meetings/committees . |
| Dual‑role implications | Executive Co‑Chairman + Director; board affirms only Charles/Milgrim are non‑independent; lead independent director structure and executive sessions provide counterbalance . |
Director Compensation
Milgrim (as an executive director) received no additional director fees; non‑employee directors eligible for $100,000 cash retainer (some waived) and one‑time matching grant program at IPO; Milgrim excluded from director comp table; his compensation shown in Executive Compensation .
Other Directorships & Interlocks
- Current public company board: Builders FirstSource, Inc. (since 1999) .
- Prior public boards: Horizon Global (until Feb 2023), PGT Innovations (until Mar 2024) .
- Voting Agreement: Abrams Capital, GPV Loar LLC, Charles, and Milgrim agree to vote for each designee, sustaining controlled governance through up to 10 years or until key holders fall ≤10% ownership .
- Blackstone Credit: lender under Credit Agreement and ~13.3% holder; incremental term facility committed for LMB acquisition .
Compensation Structure Analysis
- Cash vs equity mix (2024): Base $750k + NEIP bonus $885k (approx) vs option FV $1.234M; 2023 had no option grant (pre‑IPO), indicating a shift to long‑term equity at public listing .
- Options structured in rising strike tranches (28→40.99), encouraging multi‑year value creation; CoC immediate exercisability heightens transactional alignment .
- Performance metric rigor: bonus fully tied to EBITDA vs Target with capped 150%; clear linear scale reduces discretion .
- Governance protections: clawback; hedging/pledging prohibitions; timing policy avoids grant timing around MNPI .
Related Party Transactions
- Registration Rights Agreement: demand/piggyback; 90‑day offering lock‑ups; additional lock‑up through 9/30/2027 for Charles/Milgrim with limited exceptions .
- Credit Agreement: Blackstone Credit significant lender and shareholder; detailed principal and interest flows; maturity 2030 .
- Corporate conversion and IPO/follow‑on details (net proceeds; capitalization changes) .
Risk Indicators & Red Flags
- Controlled company risk: voting agreement concentrates director election influence among Charles, Milgrim, Abrams, GPV Loar .
- Dual role/non‑independence: mitigated by lead independent director and independent committees .
- Potential future selling: registration rights enable offerings, but Additional Lock‑up materially reduces near‑term selling pressure by Milgrim to 9/30/2027 (limited exceptions) .
- Legal proceedings: none disclosed .
- Hedging/pledging: prohibited, reducing alignment red flags .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | MBA (Wharton); BA (Emory) . |
| Technical/finance | Corporate finance, capital markets, M&A; long‑tenured PE/operator experience . |
| Industry experience | Aerospace/industrial portfolio management; Loar founding leadership since 2017 . |
Equity Ownership & Plan Capacity Context
- Shares outstanding: 93,556,071 (record date) .
- Equity plan reserve: 8,946,429 shares available (9.56% of outstanding) as of 4/21/2025; closing price $81.69 that date .
- Securities authorized under plans: 5,261,000 outstanding options; 3,753,429 shares remaining under plans (12/31/2024) .
Investment Implications
- Alignment: Significant ownership (4.9%) plus long‑dated, multi‑tranche options align Milgrim to sustained value creation; hedging/pledging barred .
- Selling pressure: Additional Lock‑up to 9/30/2027 curtails near‑term secondary sales of founder shares; however, options begin vesting annually (starting 4/29/2025) and were designed at IPO with rising strikes, supporting multi‑year performance; exercise and sale would still be subject to policies and windows .
- Retention: 24‑month severance salary continuation, strong equity overhang, and governance influence under voting agreement reduce near‑term retention risk; CoC acceleration creates transaction incentives .
- Performance focus: EBITDA‑based cash bonus with a clear scale plus IPO‑era equity aligns to margin and growth execution; FY2024 results show improved profitability and leverage reduction supporting compensation outcomes .