Michael Manella
About Michael Manella
Michael J. Manella, age 68, is Vice President, General Counsel and Secretary of Loar Holdings Inc. (NYSE: LOAR). He has served in this role since February 2012 (13 years) and at Loar Holdings Inc. (formerly Loar Holdings, LLC) since its inception in 2017 . His credentials include a B.S. in Accounting (University of Akron), M.B.A. (Kent State University), J.D. (University of Akron School of Law), and completion of the executive management program at Oxford Saïd Business School . Under Loar’s leadership in 2024, the company completed its IPO, closed the Applied Avionics acquisition, and achieved record sales and Adjusted EBITDA, providing a backdrop for pay-for-performance alignment assessment . Company performance context: Revenues and EBITDA grew strongly over FY 2022–FY 2024 (see tables below; S&P Global where noted).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKechnie | Vice President & General Counsel | n/d | Oversaw all aspects of legal affairs |
| Meggitt USA | Assistant General Counsel | n/d | Senior legal support to aerospace operations |
| Aircraft Braking Systems Corporation | General Counsel; other roles | n/d | Led legal function until acquisition by Meggitt PLC; various legal/management roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or disclosed external governance roles |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $423,360 | Per amended & restated employment agreement |
| Target Bonus % | 50% of base salary | Defined as “Target Bonus” for Manella |
| Actual Bonus Paid | n/d | Not disclosed for Manella; program applies company-wide |
Performance Compensation
- Performance metric is budgeted EBITDA; payout references “Target” EBITDA (net of compensation/bonuses) .
- Manella’s Target Bonus equals 50% of base salary .
| Metric | Threshold (85% of Target EBITDA) | Target (100% of Target EBITDA) | Max (≥110% of Target EBITDA) | Payout Scale | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Performance Bonus (EBITDA-based) | 50% of Target Bonus | 100% of Target Bonus | 150% of Target Bonus | Straight-line interpolation: 85–100% → 50–100%; 100–110% → 100–150% | Payable after audited financials per employment agreement framework |
Equity Ownership & Alignment
- IPO Option Grant: 385,000 options to Manella, five equal tranches (77,000 each), granted April 24, 2024, under the 2024 Plan .
- Vesting and strike prices by tranche:
- Tranche A: vests Apr 29, 2025; strike $28.00
- Tranche B: vests Apr 29, 2026; strike $30.80 (1.10× IPO price)
- Tranche C: vests Apr 29, 2027; strike $33.88 (1.21×)
- Tranche D: vests Apr 29, 2028; strike $37.27 (1.33×)
- Tranche E: vests Apr 29, 2029; strike $40.99 (1.46×)
| Equity Instrument | Quantity | Status (as of grant terms) | Strike | Vest Date | Expiration/Other |
|---|---|---|---|---|---|
| Stock Options – Tranche A | 77,000 | Unexercised; vests 1st anniversary of IPO close | $28.00 | Apr 29, 2025 | Expires 10 years from grant; 90 days post-termination (death/disability/cause exceptions) |
| Stock Options – Tranche B | 77,000 | Unexercised | $30.80 | Apr 29, 2026 | Same terms |
| Stock Options – Tranche C | 77,000 | Unexercised | $33.88 | Apr 29, 2027 | Same terms |
| Stock Options – Tranche D | 77,000 | Unexercised | $37.27 | Apr 29, 2028 | Same terms |
| Stock Options – Tranche E | 77,000 | Unexercised | $40.99 | Apr 29, 2029 | Same terms |
| Change-in-Control Treatment | n/a | All outstanding options immediately exercisable upon change in control | n/a | n/a | 2024 Plan CIC accelerates exercisability |
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, margin use, and pledging company securities; pre-clearance and trading windows apply to officers .
- Registration rights/lock-ups: As a “Piggyback Stockholder,” Manella is party to the Registration Rights Agreement with piggyback rights and a 90-day lock-up after other offerings; additional multi-year lock-up applies only to Charles and Milgrim .
- Beneficial ownership: Not individually tabulated in the Security Ownership table (NEOs and directors listed); his equity participation noted through LA 13 distribution and option grants .
Employment Terms
| Term | Detail |
|---|---|
| Role & Start Date | VP, General Counsel & Secretary since Feb 2012; also officer of Loar Holdings Inc. since 2017 |
| Agreement Term | Amended and restated agreement effective at IPO close; continues until terminated per terms |
| Severance (No Cause/Good Reason/Disability) | 24 months base salary continuation; pro-rata bonus; COBRA premiums for up to 18 months or until ineligible; subject to release and covenant compliance |
| Restrictive Covenants | Non-compete and non-solicitation for 24 months post-termination; perpetual confidentiality |
| Benefits Eligibility | Health and welfare plans on same basis as other executives |
| Clawback | Company-wide clawback policy under Rule 10D-1 (restatement-based recovery of incentive compensation); Plan-level clawback; SOX 304 overlays |
Performance & Track Record
Loar financial performance (context for pay metrics):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $239,434,000* | $317,477,000* | $402,819,000 |
| EBITDA ($USD) | $81,694,000* | $112,530,000* | $136,893,000* |
| Net Income ($USD) | -$2,469,000* | -$4,615,000* | $22,231,000 |
Values with * retrieved from S&P Global.
Quarterly momentum (oldest→newest):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $110,441,000 | $114,659,000 | $123,123,000 | $126,751,000 |
| EBITDA ($USD) | $38,462,000* | $39,506,000* | $43,467,000* | $45,077,000* |
| Net Income ($USD) | $3,685,000 | $15,316,000 | $16,713,000 | $27,606,000 |
Values with * retrieved from S&P Global.
Operational achievements: 2024 marked the IPO, largest acquisition (Applied Avionics), and record sales/Adjusted EBITDA execution on core value drivers (new products, productivity, pricing above inflation, talent readiness) .
Related Party Transactions (Governance Red Flags Screening)
- Credit Agreement lending by officer-affiliated entities resolved pre-IPO: JAMA 3 LLC (sole member: Manella) formerly a lender; largest principal ~$1,350,000; interest received $109,000 (2021), $121,000 (2022), $160,000 (2023), $15,000 (to Sale Date); all such indebtedness sold to Blackstone Credit at par on Jan 31, 2024; no amounts remained payable thereafter .
- Section 16 compliance: Company reports timely filings in 2024, with noted minor delays for two directors; no issues cited for Manella .
Risk Indicators & Alignment
- Pay-for-performance: Annual bonus strictly tied to EBITDA with a defined payout curve; Manella’s at-risk bonus target (50% of salary) aligns with profitability .
- Equity-heavy incentives: Five-year vesting of multi-tranche options with increasing strike prices requires multi-year value creation; CIC accelerates exercisability, which can motivate deal execution but may pull forward option exercise .
- Trading risk controls: Strict prohibition on hedging/pledging reduces misalignment and forced selling risk; trading windows and pre-clearance mitigate information risk .
- Retention: 24-month non-compete/non-solicit and two-year salary continuation limit near-term departure risk; option vesting through 2029 enhances stickiness .
- Legacy related-party lending: Fully unwound in January 2024, reducing conflict risk going forward .
Investment Implications
- Compensation structure vs performance: Bonus tied to EBITDA with a capped 150% payout and substantial option exposure aligns Manella’s incentives with margin and cash generation, supporting shareholder-friendly profitability focus .
- Vesting and selling pressure: Tranche A options became exercisable in April 2025; future tranches vest annually through 2029. Insider selling is tempered by hedging/pledging bans, pre-clearance, trading windows, and RRA lock-up rules (90 days post-offering), suggesting controlled liquidity rather than persistent selling pressure .
- Alignment and governance: CIC acceleration may incentivize value-realizing transactions; strict clawback and insider trading controls improve governance quality .
- Execution risk: As General Counsel, Manella’s direct operational P&L levers are limited; however, legal/compliance execution underpins successful M&A integration and risk management—critical given Loar’s acquisitive strategy and recent record performance .
Citations: Biography, roles, education ; Performance narrative ; Employment agreements & severance/covenants ; Bonus metric/curve ; Options grant/vesting/strikes/terms ; CIC acceleration ; Hedging/pledging and insider trading policy ; Registration Rights and lock-ups ; Related-party lending unwind ; Security ownership table context ; NEO compensation timing . Values with * retrieved from S&P Global.