Paul Levy
About Paul S. Levy
Paul S. Levy (age 77) is an independent director of Loar Holdings Inc. and a Class I nominee standing for re‑election through 2028; he joined the board in connection with LOAR’s 2024 IPO after serving on the board of managers of LA 13 (Loar Acquisition 13, LLC) since 2017 . He is the founder and Managing Director of JLL Partners (est. 1988), holds a B.A. in History from Lehigh University and a J.D. from the University of Pennsylvania, and has served as chairman or director on multiple public company boards . The board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LA 13 (Loar Acquisition 13, LLC) | Manager (board of managers) | 2017–2024 (liquidation post‑IPO) | Long tenure on LA 13 Board before IPO; contributed to governance continuity post‑IPO |
| JLL Partners | Founder, Managing Director | 1988–present | Extensive investing/operating oversight across industries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Builders FirstSource, Inc. | Chairman of the Board | Current | Board leadership; interlock with multiple LOAR directors (see Interlocks) |
| Patheon, Inc. | Director (prior 5 years) | Prior | Public company board experience |
| PGT Innovations, Inc. | Director (prior 5 years) | Prior | Public company board experience |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member. Not a chair; current chairs are Raja Bobbili (Compensation) and Alison Bomberg (Nominating & Governance) .
- Independence: Board determined Levy (and all directors other than the two executive co‑chairmen) to be independent under NYSE standards .
- Attendance and engagement: The board met 4 times in FY2024; each director (including Levy) attended at least 75% of board and applicable committee meetings. Non‑management directors met in 4 executive sessions led by the Lead Independent Director (David Abrams) .
- Board structure: Classified board; Levy is a Class I director standing for election in 2025 for a term through 2028 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Standard non‑employee director retainer is $100,000, but Levy elected to waive cash retainers; 2024 proxy reports no cash paid to him . |
| Committee chair/member fees | $0 | No additional director fees disclosed beyond the standard retainer; Levy not a chair . |
| Reimbursements | Company policy reimburses board expenses | Standard practice (travel, lodging, etc.) . |
Performance Compensation
Directors at LOAR do not receive performance‑linked pay (no PSUs/RSUs for directors in 2024). A one‑time post‑IPO stock purchase “matching grant” program (25% match up to $500,000) was offered to first‑time non‑employee directors, but Levy did not receive any director stock awards in 2024; matching grants were made to Crow, Danmola, and McGetrick only .
Other Directorships & Interlocks
| Interlock/Network | Details | Governance Consideration |
|---|---|---|
| Builders FirstSource (BFS) | Levy is Chairman; LOAR’s Executive Co‑Chairman Brett Milgrim is a long‑time BFS director; CEO Dirkson Charles is also a BFS director; LOAR director M. Chad Crow is former BFS CEO/Director | Dense external interlock may concentrate influence and time commitments; not a customer/supplier conflict, but a network/entrenchment consideration . |
| Voting Agreement | Abrams Capital, GPV Loar LLC (Levy), Dirkson Charles, and Brett Milgrim agreed to vote their shares to elect each other’s designees (incl. Levy) for up to 10 years, subject to ownership thresholds | Potential entrenchment signal; reduces contestability of director elections while in force . |
| Registration Rights | GPV Loar LLC (Levy) is a party to LOAR’s Registration Rights Agreement alongside other major holders | Enhances liquidity for significant holders; standard but noteworthy for governance optics . |
Expertise & Qualifications
- Private equity and operations: Decades of investing and operating oversight via JLL Partners; experience as senior manager and general counsel adds breadth of legal and managerial judgment .
- Public company leadership: Current chairman (BFS) and prior public board experience (Patheon, PGT Innovations) .
- Education: B.A. Lehigh University; J.D. University of Pennsylvania .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Paul S. Levy (via GPV Loar LLC) | 9,357,002 | 10.0% | Sole Manager of GPV Loar; may be deemed beneficial owner of GPV Loar’s shares . |
- Hedging/pledging: Company policy prohibits shorts, derivatives/hedging, margining, and pledging by directors, officers, and employees, reducing alignment risk from collateralized positions .
Governance Assessment
-
Positives
- Significant ownership alignment: 10.0% beneficial stake (via GPV Loar LLC) strongly ties incentives to shareholder value .
- Relevant committee service: Sits on Compensation and Nominating & Governance, leveraging deep investing and legal experience .
- Clean attendance record: Board and committee engagement ≥75% in 2024; regular executive sessions of non‑management directors .
- Risk‑reducing policies: Prohibitions on hedging/pledging and adoption of a clawback policy for executive incentive compensation (though the clawback applies to executive officers) .
-
Watch items / RED FLAGS
- Voting Agreement entrenchment: Cross‑commitments among major holders (incl. GPV Loar/Levy) to vote for each other’s designees can diminish director election contestability for up to a decade (subject to thresholds) .
- Concentrated influence/interlocks: Multiple LOAR directors (Levy, Milgrim, Charles) also on BFS’s board; plus a former BFS CEO on LOAR’s board—raises potential concerns about network effects and independence perceptions on key committees (even though the board deems them independent) .
- Major holder on key committees: Levy sits on Compensation and Nominating & Governance while also being a 10% owner; two other Compensation Committee members are affiliated with Abrams Capital (major shareholder), which merits investor monitoring even though the proxy reports no compensation committee interlocks under SEC rules .
-
Context
- Director pay conservatism: Levy waived cash retainers and received no director equity in 2024; optics are shareholder‑friendly on cash governance .
- EGC status: No say‑on‑pay requirement yet; investors will need to rely on proxy disclosures and post‑meeting Form 8‑K voting results to gauge sentiment .
Appendix: Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Cash retainer paid | $0 (waived) |
| Equity awards (director) | $0 (none granted to Levy) |
| Total director compensation | $0 |
Appendix: Committee Assignments
| Committee | Role | Chair |
|---|---|---|
| Compensation | Member | Chair: Raja Bobbili |
| Nominating & Governance | Member | Chair: Alison Bomberg |
Appendix: Meetings and Attendance (FY2024)
| Body | Meetings | Attendance |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of board and applicable committee meetings |
| Executive Sessions (non‑management directors) | 4 | Led by Lead Independent Director David Abrams |