David Abrams
About David Abrams
David Abrams, 64, is an independent director and the Lead Independent Director of Loar Holdings Inc. (LOAR). He joined LOAR’s board in connection with the corporate conversion and IPO in April 2024; he previously served as a Manager on the Board of Managers of LA 13 (Loar Acquisition 13, LLC) from 2017 until its liquidation post‑IPO. Abrams is Founder, CEO, and Portfolio Manager of Abrams Capital Management (since 1999), and was a senior investment professional at The Baupost Group for 10 years. He holds a B.A. in History from the University of Pennsylvania, and his Class III director term runs through the annual meeting to be held in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abrams Capital Management, LLC | Founder, CEO, Portfolio Manager | 1999–present | Brings broad investing experience; valued Board perspective |
| The Baupost Group | Senior Investment Professional | Prior 10 years | Deep value investment expertise |
| LA 13 (Loar Acquisition 13, LLC) | Manager, Board of Managers | 2017–2024 | Long tenure; affiliate of Abrams Capital had right to appoint four Managers |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public directorships disclosed in proxy/S-1/A |
Board Governance
- Independence: The Board determined all directors except CEO Dirkson Charles and Executive Co‑Chairman Brett Milgrim are independent; Abrams is independent .
- Lead Independent Director: Abrams presides over executive sessions, coordinates independent director activities, collaborates on agendas, reviews committee memberships, leads CEO performance discussions, and chairs sessions/meetings if Co‑Chairmen are unavailable .
- Committee assignments: Compensation Committee member (chair: Raja Bobbili; members: David Abrams, Paul S. Levy). Audit Committee (Taiwo Danmola, chair; members: M. Chad Crow, Margaret McGetrick). Nominating & Governance (Alison Bomberg, chair; members: Anthony Carpenito, Paul S. Levy) .
- Board structure: 10 directors, staggered 3‑class board; Abrams is Class III with term through 2027 .
- Attendance and engagement:
- Board meetings held FY2024: 4; each director attended at least 75% of the aggregate of Board and their committee meetings .
- Executive sessions of non‑management directors in FY2024: 4; presided by Abrams .
| Governance Metric | FY 2024 | Notes |
|---|---|---|
| Board meetings held | 4 | Periodic oversight meetings |
| Director attendance threshold | ≥75% for each director | Aggregate of Board + committees |
| Executive sessions held | 4 | Presided by Lead Independent (Abrams) |
Fixed Compensation
| Component | Policy/Amount | David Abrams 2024 Actual |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000, payable quarterly | Waived; no cash paid |
| Equity – Director Stock Program (one‑time matching grant tied to purchased shares) | 25% match up to $500,000; transfer restrictions for 3 years | None; Abrams had no stock awards held as of 12/31/2024 |
| Reimbursements/indemnification | Expenses reimbursed; indemnification under bylaws | Standard director entitlements |
Key program details:
- Matching Grant Shares restricted from sale prior to third anniversary of Purchase Date; up to 50% of Purchased Shares may be sold after first anniversary until third anniversary .
Performance Compensation
| Performance-linked element | Metric/Target | David Abrams | Notes |
|---|---|---|---|
| Performance-based director pay | None disclosed | None | LOAR director pay structure is retainer + optional matching grant program; no director performance metrics disclosed |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | No LOAR executive officers served on compensation committees of other entities with reciprocal interlocks; comp committee members (incl. Abrams) have not been LOAR executives/employees . |
| Controlled company/voting agreement | Abrams Capital, GPV Loar LLC, Dirkson Charles, and Brett Milgrim are party to a voting agreement that collectively controls a majority of voting power for director elections; enhances influence over board composition and may conflict with broader shareholder interests . |
| Voting agreement terms | Mutual support for designated directors; terminates on the earlier of 10 years from effective date or when either Abrams Capital or GPV Loar LLC and their controlled affiliates own ≤10% of common stock . |
Expertise & Qualifications
- Capital allocation and investing expertise from founding/running Abrams Capital; decade at Baupost; contributes to compensation and strategic oversight .
- Lead Independent Director responsibilities demonstrate governance leadership (agenda-setting, executive sessions, CEO performance reviews, related-party oversight) .
- Education: B.A. in History, University of Pennsylvania .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Abrams Capital Management, L.P. and affiliates | 37,427,917 | 40.0% | Includes stakes across ACP II, Riva IV, ACPI, WCP, GHI, Riva V; David Abrams is managing member of GP entities and Abrams Capital Management, LLC and may be deemed to beneficially own shares held by these entities . |
| David Abrams (individual line in director table) | — | — | Director table shows no individual line holdings; beneficial ownership attributed at fund/entity level with “may be deemed” language . |
Ownership alignment policies:
- Hedging/short sales/derivatives and pledging/margin prohibitions: Company insider trading policy prohibits short sales, derivatives or hedges, and the use/pledge of company securities as collateral subject to margin calls, enhancing alignment and reducing forced sale risk .
- Director Stock Program transfer restrictions: Matching Grant and Purchased Shares subject to multi‑year sale/pledge restrictions .
Insider filings/transactions:
- Section 16 compliance: Company reports all directors and officers complied during 2024 except two one‑day‑late Form 3 filings for other directors; no late filing issues noted for Abrams .
Fixed Compensation (Detailed Table)
| Name | Fee Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Abrams | N/A; waived | None | None |
Performance Compensation (Detailed Metric Table)
| Metric Category | Metric | Target/Design | Application to David Abrams |
|---|---|---|---|
| Director performance pay | Performance-based equity/cash | Not part of director program | None disclosed |
| Matching grant conditions | 25% match of purchased shares up to $500k | Subject to 3-year transfer restrictions | Abrams did not receive Matching Grant Shares |
Governance Assessment
-
Strengths
- Lead Independent Director role centralizes independent oversight; Abrams presided over all executive sessions in FY2024 and coordinates agendas and CEO performance discussions—strong board process signal .
- Independent status and participation on Compensation Committee supports governance rigor; comp committee members are non‑employees and free of interlocks with LOAR executives .
- Waiver of cash retainer and absence of director stock awards in 2024 indicate conservative director pay posture and reduced optics of self‑enrichment .
- Robust insider trading policy (no hedging/pledging) and transfer restrictions under the director stock program strengthen alignment protections .
-
Risks / RED FLAGS
- Controlled company dynamics: Voting Agreement among Abrams Capital, GPV Loar LLC, CEO Charles, and Milgrim concentrates control over director elections; risk of entrenchment and potential misalignment with minority shareholders. LOAR states it is not utilizing NYSE controlled company governance exemptions currently, but retains option to do so, which could reduce independent oversight in future .
- Related party/affiliation exposure: Abrams’ role as managing member of Abrams Capital’s GP entities and its 40% ownership create potential perceived conflicts in transactions or strategic decisions; Audit Committee reviews related party transactions per policy, but concentration risk persists .
- Staggered board (classified) can impede rapid shareholder-driven board changes, compounding voting agreement influence .
-
Net view: Abrams’ governance role and independence/attendance are positives for board effectiveness; the concentrated ownership/voting agreement introduces governance risk that investors should monitor, particularly any future use of controlled company exemptions or transactions involving significant shareholders .