UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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DUCOMMUN INCORPORATED

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Message to our Shareholders

Stephen G. Oswald
Chairman, President and
Chief Executive Officer

Dear Fellow Shareholders:

It is my pleasure to invite you to the 2023 Ducommun Incorporated Annual Meeting of Shareholders (the “Annual Meeting”).

Once again, our Annual Meeting will be conducted online through a live audiocast, which is often referred to as a “virtual meeting” of shareholders. Our digital format will allow our shareholders to participate safely, conveniently, and effectively, from any location with access to the internet. We intend to hold our virtual Annual Meeting in a manner that affords shareholders the same general rights and opportunities to participate, to the extent possible, as they would have at an in-person meeting.

The Annual Meeting will be held on Wednesday, April 26, 2023 at 9:00 a.m., Pacific Time and you will be able to attend online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/DCO2023 and entering your control number. You will not be able to attend the Annual Meeting in person. The attached Notice of Annual Meeting of Shareholders and Proxy Statement discuss the items scheduled for a vote by shareholders at the meeting.

The Securities and Exchange Commission rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive a notice in the mail regarding the availability of proxy materials for the Annual Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders’ receipt of proxy materials and lowers the cost of our Annual Meeting. The Board of Directors has fixed the close of business on February 27, 2023, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.

In 2022, with management continuing to build on its demonstrated track-record of strong operational leadership and cost management, along with the continued improvement in the commercial aerospace market and a solid defense business, our shareholders were the beneficiaries of year-over-year double digit growth in revenue and a relative total shareholder return that has consistently outperformed others in our peer group. I also want to thank our shareholders for sticking with us in 2022 and supporting the Company, my team and our board as we gave our best efforts in overcoming the many challenges and crises over the past few years, and as we position the Company for an exciting future ahead.

Finally, it is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, please sign, date and return the enclosed proxy card or vote by telephone or using the internet as instructed on the enclosed proxy card. Please vote your shares as soon as possible. This is your Annual Meeting, and your participation is important.

Sincerely,

200 Sandpointe Avenue, Suite 700
Santa Ana, California 92707-5759
(657) 335-3665

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.		BY INTERNET Go to www.proxyvote.com and follow the instructions		BY TELEPHONE Call 1-800-690-4903 prior to 11:59 pm on April 25, 2023		BY MAIL Sign the enclosed proxy card and mail it promptly in the enclosed postage-prepaid envelope		AT THE MEETING See page 71 for more information.

Proxy Summary

This proxy summary highlights information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire Proxy Statement before voting your shares. For additional and more complete information regarding our 2022 performance, please review Ducommun’s Annual Report on Form 10-K for the year ended December 31, 2022.

This Proxy Statement is first being made available to our shareholders on or about March 14, 2023.

2023 Annual Meeting of Shareholders

Date and Time:		Place:		Record Date:
Wednesday, April 26, 2023, at 9:00 a.m. Pacific Time		Online via live audio webcast at www.virtualshareholdermeeting.com/DCO2023		February 27, 2023

Admission: To participate in the Annual Meeting online, including to vote during the Annual Meeting, shareholders will need the 16-digit control number included on their proxy card, the Notice or voting instruction form, or to contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Meeting Agenda and Voting Matters

2022 Performance and Ten-Year Highlights

The year ended December 31, 2022 saw Ducommun attain double-digit revenue growth fueled by the recovery of the commercial aerospace market, which was a remarkable achievement despite the lingering effects of the COVID-19 pandemic and the challenges following the Boeing 737 MAX grounding. We effectively leveraged many of our successes from 2020 and 2021 and continued to benefit from offloading from defense primes, as demonstrated by our historically strong defense backlog - a clear sign that customers speak with orders, and which we believe positions Ducommun very well moving forward. In addition, our cost actions and lean organizational structure continued to provide significant value, with general and administrative (“SG&A”) expense among industry leaders, especially at the corporate level, and the implementation of a major restructuring initiative expected to accelerate the achievement of our strategic goals and objectives. 2022 also marked the fifth year since Mr. Oswald, our Chairman, President and CEO, joined the Company, and the graphs below depict the significant positive impact his leadership has had on our performance along several key metrics when viewed in the context of the past 10 years:

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2013 - 2022 Shareholder Value by Market Capitalization (in $millions)(1)		2013 - 2022 Net Revenue (in $millions)

2013 - 2022 Adjusted Operating Income (in $millions) and % of Net Revenues		2013 - 2022 Employee Count and Net Revenue per Employee (in $000s)

2013 - 2022 Backlog (in $millions)(2)		2013 - 2022 Adjusted EBITDA and % of Net Revenues (in $millions)

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Total Shareholder Return vs. Proxy Peers and Russell 2000

Comparison of 5 Year* Cumulative Total Return
Ducommun Inc. vs. Median of Peers^** and Russell 2000
Assumes Initial Investment of $100 as of
December 31, 2017

Our relative total shareholder return compared to the Russell 2000 Index over the 3-year period between 2020 and 2022 was in the 48^th percentile, ranking 869^th out of 2000 companies.⁽³⁾ 

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Information About the Board of Directors

Ducommun is very proud that women and an individual from an underrepresented background collectively comprise half of our Board of Directors (the “Board”). The tenure of our directors, the change in gender diversity since 2018, our Board’s overall diversity compared to our peer group and our Board’s independence are summarized in the graphs below.

Directors’ Tenure	Director Diversity & Independence (%)

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Director Gender Diversity 2018 - 2022 (%)	Diversity of Ducommun’s Board Compared to Proxy Peers (%)

Corporate Governance Highlights

Executive Compensation Highlights

Our executive compensation program is oriented towards a pay-for-performance approach. In 2022, performance-based compensation represented a significant percentage of the total target compensation for each of the named executive officers.

2022 Target Pay Mix^*

CEO Target Compensation Mix	Other NEO Target Compensation Mix

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Environmental and Safety Highlights

Over the four-year period between January 1, 2019, and December 31, 2022, Ducommun’s lost time incident rate⁽⁴⁾ decreased by approximately 78% and the total recordable incident rate⁽⁵⁾ decreased by approximately 71%:

Lost Time Incident Rate	Total Recordable Incident Rate

Between 2019 and 2022, there was a 30% decrease in combined Scope 1 and 2 greenhouse gas emissions, and a 16% reduction in Ducommun’s total energy usage:

Scope 1 and 2: Greenhouse Gas Emissions (tons CO2)	Total Energy Use (GigaJoules)

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Important Note Regarding Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding the future results of our operations, expected benefits of our restructuring plan, and our environmental and other sustainability plans, made in this Proxy Statement are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2022 Annual Report on Form 10-K. Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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Proposal 1
Election of Directors

Three directors (out of a total of eight) are to be elected at the Annual Meeting to serve for a three-year term ending at the Annual Meeting of Shareholders in 2026 and the election and qualification of their respective successors. The nominees for such positions are Richard A. Baldridge, Stephen G. Oswald and Samara A. Strycker. In the absence of a contrary direction, proxies will be voted for the election of Ms. Strycker and Messrs. Baldridge and Oswald. If any nominee becomes unable or unwilling to serve as a director at the time of the Annual Meeting, the individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce its size. We have no reason to believe that Ms. Strycker or Messrs. Baldridge or Oswald will be unwilling or unable to serve for the stated terms if elected as directors. In the event that anyone other than Ducommun’s three nominees is nominated for election as a director, the proxy holders are not required to vote for all of the nominees and in their discretion may cumulate votes.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MS. STRYCKER AND MESSRS. BALDRIDGE AND OSWALD AS CLASS OF 2026 DIRECTORS.

Corporate Governance

Directors’ Skills and Diversity

The Board of Directors believes that its members should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee our management and support the interests of our shareholders. In addition, the Board has outlined in our Corporate Governance Guidelines certain attributes it believes every director should possess. Accordingly, the Board and its Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates both individually and in the broader context of the Board’s overall composition and our current and future needs.

The Corporate Governance and Nominating Committee is responsible for developing and recommending director membership criteria to the Board for approval. The current criteria include independent and sound judgment, integrity, the ability to commit sufficient time and attention to Board activities, and the absence of potential conflicts with our interests. In addition, the Corporate Governance and Nominating Committee periodically evaluates the composition of the Board to assess the skills, experience, and perspectives that are currently represented and to determine which of those attributes will be valuable in the future given our current state and strategic direction. As part of this periodic assessment, the Corporate Governance and Nominating Committee also evaluates the effectiveness of the overall Board dynamic, including the effectiveness of our initiatives related to Board diversity.

While we do not have a formal policy on Board diversity, Ducommun’s Corporate Governance Guidelines reflect the Board’s belief that a blend of different perspectives contributes to the quality of the Board’s oversight and is an essential component of effective governance. We therefore are committed to the perspective that Board diversity is not reflected solely in the variety of our directors’ professional backgrounds and experiences. Rather, we believe that the quality of our deliberations and decisions, and of our overall governance, is enhanced by the perspectives represented by directors with different personal characteristics, particularly, gender, race, cultural heritage and age. As a result, the Corporate Governance and Nominating Committee has been deliberate in striving to achieve a broad range of diversity in the pools from which qualified director candidates are selected, as it has worked over the past few years to identify successors to a group of very capable directors. Over that time and with the assistance of Spencer Stuart, an independent executive search firm, the Corporate Governance and Nominating Committee successfully identified and engaged Mmes. Drazba, Kramer and Strycker, each from competitive pools of candidates, and recommended to the Board that they each be appointed as directors. We are very proud that women and a member from an underrepresented background collectively comprise half of our Board.

The Corporate Governance and Nominating Committee supports the Board’s commitment to engaging a diverse field of director candidates. As Board seats become available, the Corporate Governance and Nominating Committee will continue to actively identify qualified women and individuals from underrepresented communities to include in the pool from which Board nominees are chosen. The Corporate Governance and Nominating Committee is confident that this commitment will contribute to better representation and higher visibility for individuals with diverse perspectives and personal characteristics.

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In evaluating director candidates, and considering incumbent directors for re-nomination to the Board, the Corporate Governance and Nominating Committee has reviewed a variety of factors, including each nominee’s independence, financial literacy, personal and professional accomplishments, and experience. Below is a matrix of the skills represented on our Board.

	Oswald	Baldridge	Drazba	Ducommun	Flatt	Haberland	Kramer	Strycker
Senior Leadership Significant experience leading organizations, developing business strategies and talent
Global/International Global business and international experience necessary for expanding the footprint of the organization
Financial Expertise with complex financial transactions and optimizing capital structures
Aerospace & Defense Industry Industry experience that provides insight on issues unique to the A&D industry
Manufacturing Experience managing the operations of a complex A&D business
Technology Experience identifying technological advances that may affect our business
Strategy, Business Development and M&A Experience with identifying M&A targets that will advance strategic objectives
Product Marketing/Innovation Experience in new product development and growing market share
Cybersecurity/Information Security Experience with successfully implementing and overseeing measures to prevent data breaches
Human Capital Expertise in compensation design and managing human capital issues
Sustainability Experience in the areas of environmental impact, corporate responsibility or sustainability strategies
Public Company Board Understanding of the extensive and complex oversight responsibilities of public company boards to protect the interests of shareholders based on experience serving on other public company boards

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Directors’ Backgrounds and Qualifications

The following information is furnished as of March 14, 2023, with respect to each person who is a nominee for election to the Board, as well as our other five directors whose terms of office will continue after the Annual Meeting.

Nominees For Election

RICHARD A. BALDRIDGE Vice Chairman, Viasat, Inc.   Age: 64   Director Since: 2013   Term Expires: 2023   Committees: •   Audit and Innovation

Professional background Mr. Baldridge is Vice Chairman of Viasat, Inc., a global communications company. Mr. Baldridge joined Viasat in 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000, as Executive Vice President and Chief Operating Officer from 2002, as President and Chief Operating Officer from 2003, and as President and Chief Executive Officer from November 2020 until June 2022. In July 2022, Mr. Baldridge was appointed Vice Chairman of Viasat. Before joining Viasat, Mr. Baldridge was Vice President and General Manager of Raytheon Corporation’s Training Systems Division, and he held executive roles with Hughes Information Systems and Hughes Training Inc. before they were acquired by Raytheon in 1997. Mr. Baldridge is also a director of EvoNexus, a non-profit business incubator.   Key qualifications As Vice Chairman of a leading provider of satellite communications systems and services and secure networking systems, Mr. Baldridge contributes to the Board broad operational and financial experience and an understanding of the defense markets that Ducommun serves.   Other public company directorships Viasat (since 2016)

	STEPHEN G. OSWALD Chairman, President and Chief Executive Officer   Age: 59   Director Since: 2017 Term Expires: 2023 Committee: •   Innovation		Professional background Mr. Oswald has been the President and Chief Executive Officer of Ducommun since January 2017, and Chairman of the Board since May 2018. From 2012 to 2015, Mr. Oswald was Chief Executive Officer of Capital Safety Company, a manufacturer of fall protection, confined space, and rescue equipment. He elected to take time off from his career after the sale of Capital Safety Company to 3M Co. to manage personal investments. Before joining Capital Safety Company, Mr. Oswald spent approximately 15 years in various leadership roles at United Technologies Corporation, including as President of the Hamilton Sundstrand Industrial division.   Key qualifications As Chairman, President and Chief Executive Officer, Mr. Oswald provides management’s perspective in board discussions about Ducommun’s business and strategic direction.

	SAMARA A. STRYCKER Senior Vice President, Corporate Controller and Treasurer, Navistar International Corporation   Age: 51   Director Since: 2021 Term Expires: 2023 Committee: •   Audit		Professional background Ms. Strycker has been the Senior Vice President, Corporate Controller and Treasurer of Navistar International Corporation, a leading manufacturer and solutions provider for commercial trucks and engines, since January 2022. Previously, Ms. Strycker was the Senior Vice President and Corporate Controller of Navistar International Corporation between August 2014 and January 2022. Between 2008 and 2014, Ms. Strycker served in various controllership roles at General Electric’s Healthcare Division. Before joining General Electric, Ms. Strycker spent approximately 15 years as an auditor with PricewaterhouseCoopers LLP.   Key qualifications As Senior Vice President, Corporate Controller and Treasurer of Navistar International Corporation, Ms. Strycker contributes to the Board extensive senior leadership experience and financial expertise.

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Continuing Directors

SHIRLEY G. DRAZBA Corporate Vice President, Product Line Strategy & Innovation, IDEX Corporation (Ret.)   Age: 65   Director Since: 2018 Term Expires: 2024 Committees: •   Compensation and Innovation (Chair)

Professional background Ms. Drazba served as Corporate Vice President, Product Line Strategy & Innovation for IDEX Corporation, which designs, manufactures and markets a range of pump products, dispensing equipment, and other engineered products, both domestically and abroad, from 2014 until her retirement in 2017. Before that, Ms. Drazba spent almost 20 years at Honeywell International, Inc., a manufacturer of aerospace products and services, control technologies, automotive products, turbochargers and specialty materials, in increasingly important technical and engineering leadership positions.   Key qualifications As a long-time executive responsible for product strategy, innovation, and commercial excellence, Ms. Drazba contributes to the Board extensive experience in creating high value opportunities for Ducommun’s product lines, as well as experience in market positioning and leading strategic acquisitions to enhance product portfolios.

ROBERT C. DUCOMMUN Business Advisor   Age: 71   Director Since: 1985 Term Expires: 2025 Committees: •   Audit and Corporate Governance & Nominating (Chair)

Professional background Mr. Ducommun has been an independent business advisor for over 30 years. He was previously the Chief Financial Officer for several private companies and a management consultant with McKinsey & Company.   Key qualifications As a former management consultant and Chief Financial Officer, Mr. Ducommun brings to the Board substantial financial acumen and leadership in setting the strategic direction for the Company, and also provides guidance on various environmental, social and governance (“ESG”) initiatives.

DEAN M. FLATT LEAD DIRECTOR President, Defense & Space, Honeywell International, Inc. (Ret.)   Age: 72   Director Since: 2009 Term Expires: 2025 Committees: •   Corporate Governance & Nominating and Compensation (Chair)

Professional background Mr. Flatt is the retired President, Defense & Space of Honeywell International, Inc., a position he occupied for three years until his retirement in 2008. Mr. Flatt was previously President, Aerospace Electronic Systems and President, Performance Materials of Honeywell.   Key qualifications As the former President of several divisions of one of the world’s largest avionics manufacturers, Mr. Flatt contributes to the Board diverse operational experience and understanding of technologies relevant to the Company’s business.   Other public company directorships Curtiss-Wright Company (since 2012)

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JAY L. HABERLAND Vice President, United Technologies Corporation (Ret.)   Age: 72   Director Since: 2009 Term Expires: 2024 Committees: •   Compensation and Audit (Chair)

Professional background Mr. Haberland served on the board, and chaired the audit committee, of National Technical Systems (“NTS”), a portfolio company of Aurora Capital Partners, from November 2013 until the sale of NTS in September 2022. Mr. Haberland is also the retired Vice President, Business Controls of United Technologies Corporation, a position he held from 2003 until 2008. Mr. Haberland was previously the Chief Financial Officer of Sikorsky Aircraft Company, a subsidiary of United Technologies Corporation (“UTC”), and Vice President, Chief Financial Officer, Controller and Chief Accounting Officer of UTC.   Key qualifications As the former Chief Financial Officer of one of the world’s largest helicopter manufacturers, the former Chief Accounting Officer of a world-wide diversified manufacturer, and as a certified public accountant, Mr. Haberland provides the Board with significant expertise in financial and accounting matters, as well as substantial international experience.   Other public company directorships Wesco Aircraft Holdings, Inc. (between October 2011 and January 2020)

SHEILA G. KRAMER Chief Human Resources Officer, Donaldson Company, Inc.   Age: 63   Director Since: 2021 Term Expires: 2024 Committee: •   Corporate Governance & Nominating

Professional background Ms. Kramer has been the Vice President, Chief Human Resources Officer of Donaldson Company, Inc., a provider of engine and industrial filtration solutions, since January 2020. Ms. Kramer joined Donaldson Company, Inc. in October 2015 as its Vice President, Human Resources. From 2013 to 2015, Ms. Kramer was Vice President, Human Resources of Taylor Corporation, a premier provider of interactive printing and marketing solutions to more than half of Fortune 500 companies. Before joining Taylor Corporation, Ms. Kramer spent approximately 22 years in various leadership roles at Lifetouch, Inc. one of the world’s largest employee-owned photography companies.   Key qualifications As the current Vice President and Chief Human Resources Officer of Donaldson Company, Inc., Ms. Kramer contributes to the Board extensive senior leadership experience as well as direction on human capital issues pertinent to Ducommun’s ESG program.

Director Independence

Our Corporate Governance Guidelines provide that a majority—and preferably at least two-thirds—of the Board must be independent. The Board has determined that each of Mmes. Drazba, Kramer and Strycker, as well as Messrs. Baldridge, Ducommun, Flatt, and Haberland, qualify as independent directors as defined in the New York Stock Exchange’s (“NYSE”) listing standards.

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Board Leadership Structure

Our Bylaws provide the Board with the discretion to elect a Chairman who may or may not be one of our officers. This flexibility enables the Board to decide what leadership structure is in our best interests at any given time. The Board periodically reviews its structure and our leadership as part of its succession planning process. Mr. Oswald has served as Chairman since our 2018 annual meeting.

The independent members of the Board have determined that, at this time, having the same person serve as Chairman and CEO provides us with an efficient leadership structure because it allows the Board to benefit from the CEO’s extensive knowledge of our business and strategy, promotes alignment between the Board and management on corporate strategy, facilitates management’s effective execution of that strategy, facilitates communications and relations with other members of senior leadership, and also bolsters the quality of our governance. In the future, the roles of Chairman and CEO may be filled by the same or different individuals.

The Board also believes that strong, independent leadership and oversight of management is an important component of an effective Board. To that end, the independent directors have elected Dean M. Flatt as the Lead Independent Director with significant leadership authority and responsibilities, including those as set forth below.

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The Board’s Role in Risk Oversight

The Board oversees risk management both collectively and through its individual committees. The Board regularly reviews information regarding, and risks associated with, our operations, liquidity, cybersecurity, ESG program and other matters. In addition, in 2022, the Board continued to receive regular updates from management regarding risks related to COVID-19. The Board’s review and discussions regarding COVID-19 spanned, and continues to span, a broad range of issues, including protecting the health and safety of our employees; evaluating the impact of the pandemic on strategy, operations, capital allocation, liquidity and financial matters; succession planning matters; interruptions in supply chains and financial markets; vaccination rates among our workforce; and compliance with applicable laws. The Board is highly engaged with management in identifying and overseeing such matters.

As part of the Board’s role in overseeing the Company’s ERM program, it devotes time and attention to cybersecurity and data privacy related risks in conjunction with the Audit and Innovation Committees. The Board and the aforementioned committees receive reports on cybersecurity, data privacy and technology-related risk exposures from management, including our head of IT and security, at least once a year and more frequently as applicable.

All Ducommun employees regularly participate in required, targeted data privacy and annual information security training designed to strengthen awareness and the adoption of secure behaviors. We also assess the efficacy of our information security program through internal detection and monitoring systems, as well as through the engagement of external, third-party experts.

While the full Board has the ultimate oversight responsibility for the risk management process, various Board committees also have risk management oversight responsibilities over certain substantive areas. The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure. The key risk oversight responsibilities of each of the Board’s committees are depicted in the diagram below:

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Nominating Process

The Corporate Governance and Nominating Committee believes that all Committee-recommended nominees for election as a director of Ducommun must, at a minimum, have:

In identifying candidates to serve on the Board, the Corporate Governance and Nominating Committee follows the process delineated in the diagram below.

As a result of recent assessments, the Corporate Governance and Nominating Committee determined that the Board would benefit from additional expertise in the areas of product strategy, human capital management and finance. The committee retained Spencer Stuart, an outside search firm, to conduct searches for the best qualified candidates in these fields, which utilized a disciplined process that included research and reviewing the firm’s global database and network of contacts. Over the past few years, Spencer Stuart’s searches identified our three newest directors—Ms. Drazba, Ms. Kramer and Ms. Strycker—from competitive pools of candidates as a result of this process.

All director candidates considered for nomination by the Corporate Governance and Nominating Committee must complete a questionnaire, provide such additional information as the committee may request, and meet in person with our sitting directors.

The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders in accordance with the procedures set forth in Article II Section 13 of our Amended and Restated Bylaws. Shareholders may submit the name of individuals for consideration as a director candidate not later than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred twentieth (120^th) day prior to the first anniversary of the preceding year’s annual meeting. The Corporate Governance and Nominating Committee considers and evaluates candidates recommended by shareholders in the same manner that it considers and evaluates other director candidates.

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Committees of the Board of Directors

We have four standing Board committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Innovation Committee. All committees, other than the Innovation Committee, are made up entirely of independent directors. The charters for all four committees are available on our website at https://investors. ducommun.com/corporate-governance. Shareholders may request paper copies of any charter by contacting Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

Audit Committee

Six meetings in 2022 (100% attendance)

	JAY L. HABERLAND Chair   Members   Richard A. Baldridge Robert C. Ducommun Samara A. Strycker		All of the members of the Audit Committee meet the independence criteria of the NYSE’s listing standards. The Board, in its business judgment, has determined that each of Messrs. Baldridge, Ducommun, and Haberland, as well as Ms. Strycker, are “financially literate,” under the NYSE listing standards and that Mr. Haberland is an “audit committee financial expert,” as such term is defined in Securities and Exchange Commission (“SEC”) regulations.   The Audit Committee performs the following functions:   •  Appoints, compensates, retains and oversees the work of our independent auditor; •  Reviews the independent auditor’s internal quality control procedures and any material issues raised therein, and considers the independence of the independent auditor on an annual basis in accordance with rules of the Public Company Accounting Oversight Board; •  Approves in advance all audit services to be provided by the independent auditor and establishes policies and procedures for the engagement of the independent auditor; •  Oversees the integrity of our financial statements and compliance with legal and regulatory requirements, including procedures for handling claims of misconduct; •  In conjunction with the Board as a whole, assists in the oversight of cybersecurity and data privacy disclosure risks; •  Oversees the effectiveness of our disclosure controls and processes; and •  Evaluates the effectiveness of our internal audit function.

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Compensation Committee

Five meetings in 2022 (100% attendance)

	DEAN M. FLATT Chair   Members   Shirley G. Drazba Jay L. Haberland		All of the members of the Compensation Committee meet the independence criteria of the NYSE’s listing standards and the additional requirements for compensation committee members prescribed by the SEC.   The Compensation Committee performs the following functions:   •  Oversees our compensation philosophy, policies and programs; •  Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals, and determines and approves the CEO’s compensation level based on this evaluation; •  Approves the compensation of other executive officers based on the recommendation of the CEO, and approves the terms and grants of equity awards; •  Selects and retains an independent compensation consultant, currently, Willis Towers Watson, to provide consulting services relating to our executive compensation program; •  Administers and makes recommendations to the Board with respect to our incentive compensation plans for executive officers and employees generally; •  Reviews and approves employment and severance agreements for executive officers, including change-in-control provisions, plans or agreements; •  Reviews our succession plans relating to the CEO and other executive officers, in consultation with the Corporate Governance and Nominating Committee; •  Oversees our human capital, diversity and inclusion and social programs and associated risks; •  Reviews our Compensation Discussion and Analysis and related disclosures that are included in our annual report and proxy statement as required by SEC rules; •  Assesses whether compensation consultants involved in recommending executive or director compensation raise any conflict of interest issues that require disclosure in our annual report and proxy statement; and •  Oversees the evaluation of our management in conjunction with the Corporate Governance and Nominating Committee.

Corporate Governance and Nominating Committee

Three meetings in 2022 (100% attendance)

	ROBERT C. DUCOMMUN Chair   Members   Dean M. Flatt Sheila G. Kramer		All of the members of the Corporate Governance and Nominating Committee meet the independence criteria of the NYSE’s listing standards.   The Corporate Governance and Nominating Committee performs the following functions:   •  Recommends criteria for identifying candidates for the Board, and identifies, recruits, and reviews the qualifications of such candidates; •  Assesses the contributions and independence of incumbent directors and recommends them for reelection to the Board; •  Develops and recommends corporate governance principles to the Board, and reviews and recommends changes to those principles as necessary; •  Makes recommendations to the Board relating to the structure, composition and functioning of the Board and its committees; •  Recommends candidates for appointment to Board committees; •  Reviews the compensation of directors for service on the Board and its committees, and recommends changes thereto; •  Oversees ESG and sustainability initiatives, and reviews and makes recommendations to management relating to such issues; •  Reviews our succession plans relating to the CEO and other executive officers, in consultation with the Compensation Committee; and •  Oversees the performance of the Board and our management team in conjunction with the Compensation Committee.

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Innovation Committee

Three meetings in 2022 (100% attendance)

	SHIRLEY G. DRAZBA Chair   Members   Richard A. Baldridge Stephen G. Oswald		The Innovation Committee performs the following functions:   •  Assists management and the Board in developing a technology roadmap to support our long-term business objectives; •  Advises the Board and management on emerging science and technology trends, including evolving digital strategies being adopted in the aerospace and defense industry, and recommends strategies relating to new product and intellectual property development; •  In conjunction with the Board as a whole, oversees cybersecurity and technology-related risks; •  Monitors the overall direction, effectiveness, competitiveness and timing of our research and development programs; and •  Assists the Board and management in identifying and developing key contributors to innovation at Ducommun and empowering implementation of the Board and management’s recommendations.

Annual Board and Committee Evaluations

The Corporate Governance and Nominating Committee, together with the Lead Independent Director, coordinates regular Board performance evaluations. These evaluations are conducted through a combination of formal and informal processes, including the following:

Feedback from these processes is communicated to the Chair of the Board, the Chair of the Nominating and Corporate Governance Committee, and the Lead Independent Director so that appropriate follow-up measures can be discussed, implemented and monitored. As discussed in the “Nominating Process” section above, as a result of such recent self-evaluations, the Board determined that it would benefit from additional expertise in the areas of product strategy, human capital management and finance. Our three newest directors, Ms. Drazba, Ms. Kramer and Ms. Strycker have enhanced the Board with these and other areas of expertise since their respective appointments and we are thrilled that half our Board is now comprised of women and a member of an underrepresented background.

Director Orientation and Continuing Education

Ducommun provides an orientation program for all new directors not only with respect to their role as directors, but also as members of the Board committees on which they will serve. In addition, Ducommun provides ongoing education and development for its directors to help them continuously improve their contributions as individual directors and collectively as a Board, and pays for all reasonable expenses for any director who wishes to attend external continuing education programs.

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Shareholder Engagement

Our Board values the perspectives of our shareholders, who have placed their trust in Ducommun and its Board. We expect to engage regularly in meaningful conversations with shareholders concerning our business, executive compensation, corporate environmental and social responsibility, and other governance topics.

To this end, in the spring of 2022, we engaged with twenty of our top institutional shareholders, representing approximately seventy percent (70%) of our shares outstanding to discuss concerns expressed by Institutional Shareholder Services Inc. (“ISS”) relating to payments made to a former named executive officer, Rosalie F. Rogers, upon her retirement, despite finding that our pay and performance were aligned in 2021, as in prior years. Our Lead Independent Director and Chair of our Compensation Committee engaged with, and confirmed to, our shareholders that such payments did not constitute a policy change towards current retirement benefits, and did not anticipate taking similar actions in the future. Our Board believes that such candid and specific feedback from its shareholders will enhance our governance, social responsibility and compensation practices, and will contribute positively to Ducommun’s mission, performance and return to shareholders. A summary of our engagement efforts, along with actions taken in response to shareholder feedback is summarized in the tables below:

2022 Shareholder Engagement Key Statistics

Management attended more than 75 meetings with investors and 20 with research analysts in 2022.

Management met with our top 20 active institutional shareholders in 2022, representing approximately 70% of our shares outstanding.

Institutional investors representing more than 27% of our shares outstanding and 7 sell-side analysts attended our 2022 Investor Day, either in-person or via live webcast.

2022 Shareholder Engagement Overview

Key Topics of Engagement in 2022

As a part of our ongoing dialogue with our shareholders, we will keep the channels of communication open and engage regarding any areas of concern to our shareholders.

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Meetings and Executive Sessions

The Board met five times in 2022. All directors attended at least 80% of all Board and applicable committee meetings during 2022. We strongly encourage all directors to attend the Annual Meeting of Shareholders, and accordingly, all eight of our directors attended the 2022 Annual Meeting of Shareholders.

We have a policy of holding regularly scheduled executive sessions of non-management directors following each scheduled Board meeting. Additional executive sessions of non-management directors may be held from time to time as required. Mr. Flatt, the Board’s Lead Independent Director is the current presiding director during executive sessions. The graphic below depicts the attendance of directors at Board and committee meetings held in 2022:

2022 Board and Committee Meetings with 100% Attendance

Key Governance Documents

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that is applicable to all directors, employees, and officers, including our CEO, Chief Financial Officer, Treasurer and Controller. Among other things, the Code of Business Conduct and Ethics requires directors, employees, and officers to avoid any activity that may result in a conflict of interest with Ducommun; maintain the confidentiality of information entrusted to them by us, our customers and employees (except when disclosure is authorized or legally mandated); deal fairly with our customers, suppliers, competitors, and employees; protect and ensure the efficient use of Ducommun’s assets; and maintain our books, records, accounts and financial statements in reasonable detail to fairly reflect our transactions and conform to both applicable legal requirements and our internal controls.

Code of Ethics for Senior Financial Officers

The Board has adopted a Code of Ethics for Senior Financial Officers that is applicable to our CEO and President, Chief Financial Officer, Treasurer and Controller, and the President, Vice President of Finance and Controller of each of our subsidiaries. The Code of Ethics for Senior Financial Officers, among other things, requires them to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us and to promptly report violations of the Code to the Audit Committee. We intend to post on our website amendments, if any, to the Code of Ethics for Senior Financial Officers, as well as any waivers thereunder, with respect to our officers and directors as required to be disclosed by SEC and NYSE rules.

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Corporate Governance Guidelines

The Board adopted Corporate Governance Guidelines, which among other things, specify the criteria to be considered for director candidates; impose tenure limits on directors; and require the independent directors to hold periodic meetings without executive management present. In 2022, the Board revised our Corporate Governance Guidelines to emphasize its belief that diversity and a blend of different perspectives contribute to a vital board dynamic, which is essential to effective governance.

Other Governance Documents

Our Board has approved or adopted several other important policies and statements, including:

How to Find Governance Documents

All of the documents described above are available on our website at https://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage, and will be forwarded in print to any shareholder upon request. Any such request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

The Corporate Governance section of our website also contains information on our confidential ethics hotline.

Compensation of Directors

Directors who are not employees of Ducommun or its subsidiaries are paid a mix of cash and equity for their service on our Board, as shown below.

Our non-employee directors are also eligible to participate in the Directors’ Deferred Income and Retirement Plan. Under this plan, a director may elect to defer payment of all or part of his or her fees for service as a director until he or she retires from service on the Board. Deferred directors’ fees may be notionally invested, at the election of the director, in a fixed interest account or a phantom stock account that tracks the value of our common stock including dividends (if any). All deferred amounts and related earnings will be paid in a lump sum when the director retires.

Upon retirement from the Board, Mr. Ducommun will receive an annual retainer fee of $25,000 for the shorter of his life or a period of twelve years.

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2022 Director Compensation Table

The following table presents the compensation earned by, or paid to, the non-employee directors for the year ended December 31, 2022 for their services to Ducommun.

Director and Officer Stock Ownership Policy

In August 2020, the Compensation and Corporate Governance and Nominating Committees of the Board updated the stock ownership requirements covering all non-employee directors and executive officers. Under the revised policy, non-employee directors must acquire and hold shares of our common stock equal in value to at least five times the annual Board cash retainer, or $350,000, paid to all non-employee directors. Non-employee directors are expected to meet these holding requirements by December 31 of the fifth year following their initial election to the Board. A non-employee director’s stock ownership is valued based on the average trading price of our stock over a twelve-month period ending on December 31 of each calendar year. All directors are in compliance or have additional time in which to comply with the stock ownership guidelines as of December 31, 2022.

Corporate Environmental, Social and Governance

We are committed to improving the lives of our shareholders, employees, customers, business partners, and the communities in which we operate. To that end, we believe having a strong focus on corporate responsibility, including ESG matters, and conducting our business in an ethical, transparent and accountable manner, creates value for all of our stakeholders.

We provide an overview of our ESG initiatives and practices below. Our complete Environmental, Social & Governance Report is available via the “Environment & Sustainability” link on our Investor Relations webpage.

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Board-Level Oversight of ESG and Sustainability Programs

Our ESG and sustainability initiatives are overseen by the Board in general, and specifically, the Corporate Governance and Nominating Committee. In particular, the Corporate Governance and Nominating Committee reviews and provides input on ESG metrics applicable to us and of potential interest to our stakeholders. In 2020 and based on management’s recommendations, the Corporate Governance and Nominating Committee approved the development of an ESG program substantially based on the Sustainability Accounting Standards Board’s Aerospace and Defense Industry Standard (the “SASB Standard”), as modified, as being the standard most reflective of, and relevant to, Ducommun’s operations. In 2021, we formally established an ESG steering committee comprised of senior executives to monitor and manage the initiatives approved by the Corporate Governance and Nominating Committee to further strengthen our ESG program. The Corporate Governance and Nominating Committee and the full Board receive regular updates on the status of these initiatives.

Operating Responsibly

We understand the importance of building trust with our investors, customers, vendors and suppliers, and that the foundation for doing so begins with our employees. To establish this trust and commitment, we rely on an anonymous hotline to support our Code of Business Conduct and Ethics and empower our employees to provide suggestions and report concerns or instances of misconduct. In keeping with our foundational core values of honesty and trust, we offer employees regular training and monthly ethics bulletins to promote a culture of high ethical standards where employees feel free to voice concerns.

We are also committed to respecting human rights and establishing expectations for high levels of ethical conduct throughout our supply chain. Ducommun’s California Transparency in Supply Chains Act Disclosure Statement and Prohibition Against Trafficking in Persons Policy are both available in the Corporate Governance section of our Investor Relations webpage.

Employee safety is also one of our top priorities and annual areas of focus. As a result of the ongoing COVID-19 pandemic, in 2022 we continued to incorporate stringent, preventative measures and protocols based on Centers for Disease Control (“CDC”) guidance at our locations to protect the health, welfare and safety of our employees. Such protocols included:

Throughout 2022 management maintained a vaccine incentive program, first implemented in the spring of 2021, that offered $100 to all employees who became fully vaccinated. The Board of Directors was kept apprised with regular updates as to the successful implementation of our safety protocols and COVID-19 vaccination rates among our workforce during the year.

Workplace Health and Safety

In 2021, Ducommun adopted environmental health and safety (“EHS”) key performance indicators (“KPIs”) that were regularly communicated across the enterprise by senior management in order to improve safety outcomes. In 2022, we continued to invest in infrastructure to improve internal safety protocols related to key processes. In addition, we refined our EHS software tools to track and engage performance centers to reduce lost time and total recordable incident rates.

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Over the four-year period between January 1, 2019, and December 31, 2022, Ducommun’s lost time incident rate⁽⁶⁾ decreased by approximately 78% and the total recordable incident rate⁽⁷⁾ decreased by approximately 71%.

Lost Time Incident Rate (2019 – 2022)	Total Recordable Incident Rate (2019 – 2022)

Environmental Initiative Highlights

In support of our pledge to deliver exceptional value to all stakeholders, we are committed to the following with respect to our environmental management practices:

Below is a summary of our performance over the four-year time period between 2019 and 2022 relating to our greenhouse gas emissions and total energy use. Overall, there was a 28% decrease in combined Scope 1 and 2 greenhouse gas emissions, and a 16% reduction in total energy usage in 2022 compared to 2019.

Scope 1 and 2: Greenhouse Gas Emissions (tons CO2)	Total Energy Use (GigaJoules)

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Identifying and Mitigating Climate-Related Risks

Ducommun understands that global warming and climate change will pose an increased risk to, and have the potential to impact, its business and operations. The Corporate Governance and Nominating Committee of our Board of Directors oversees our environmental, social and governance (“ESG”) programs, including the mitigation of climate-related risks to the business and strategies for decreasing GHG emissions and incorporating such measures into the Company’s overall strategy. We believe the first step in reducing the severity of such risks is by identifying them and therefore, we implemented a process to evaluate, identify, and mitigate climate-related risks and opportunities through the creation and implementation of business continuity plans (“BCPs”).

The BCPs developed for each of our performance centers provide a process for identifying and managing physical climate change-related risks. Each BCP contains processes and methodologies to help us prepare for, respond to, and recover from threats and risks, including natural disasters caused by climate change. The elements of our BCPs include:

Risk Assessment & Business Impact Analysis (BIA): Each performance center conducts a risk assessment to identify potential natural disasters that could compromise the entire facility, building, or the majority of its operations. The potential impacts from, and appropriate mitigation measures in response to, each type of natural disaster are identified to preserve the continuity of operations, and cover various functional areas such as procurement, engineering, maintenance, operations, and environmental, health and safety. These risk assessments and BIAs are reviewed annually by teams at each of our performance centers.

Crisis Response Plan: Each BCP includes communication and notification protocols to our local performance center and executive leadership teams.

Business Continuity and Response Plan: Each performance center is required to annually review and update its BIA and crisis response plan. For example, our Midwest and Coxsackie, New York facilities utilize their BIAs to identify, assess, prepare for and respond to tornado threats.

Annual Training and Exercise: Each performance center is required to be trained annually on its BCP processes. Tabletop exercises and drills are scheduled annually to assess the effectiveness of our Business Continuity Plans.

Ducommun also discloses its GHG emissions under the Carbon Disclosure Project (“CDP”), which includes a self-assessment that incorporates elements from the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework. As part of this assessment process, we identified the following risks that could potentially impact our business along with concomitant mitigation measures:

Investment in Our Employees

We have implemented and maintain several programs for the financial and educational well-being of our employees and their families. For example, in 2019, we introduced our Employee Stock Purchase Plan, which provides employees the opportunity to share in Ducommun’s success and continued growth by purchasing the Company’s stock. The plan allows eligible employees to accumulate contributions through after-tax payroll deductions to purchase shares of Ducommun stock at a 15% discount. In 2022, we continued to grow the program, with a 32% increase in participation since it was launched. In addition, our 401(k) program has an 91% participation rate among eligible employees, with annual training and monthly educational sessions held at each Ducommun location.

The Ducommun Scholarship program is an exclusive benefit for the children and grandchildren of full-time Ducommun employees who plan to continue their education in college or vocation school programs. These merit-based scholarships are renewable each year provided the student continues to

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meet minimum academic performance levels and has a parent or grandparent that is employed by Ducommun. In 2022, Ducommun awarded a total of 35 new scholarships and renewed an additional 35 scholarships, for a total of 70, an increase from the 48 scholarships awarded in 2021, and 25 awarded in 2020. The total value of scholarship awards in 2022 was $199,000, up 44% from the $138,000 awarded in 2021. Students can renew their scholarship awards for each academic year, allowing them to work toward a two- or four-year degree. This enhancement to the program was adopted based on an awareness that some students would begin but not always complete their studies, which Ducommun was determined to change.

Number of Scholarships Awarded (2019-2022)	Total Value of Scholarships (2019-2022)

Diversity and Inclusion

As of the end of 2022, 20% of our leaders at the position of Vice President and above were women and 50% were from underrepresented backgrounds, both of which were significant improvements over 2021 levels. At the corporate director level, 30% of our leaders were women and 20% were from underrepresented backgrounds. Importantly, Ducommun is very proud that women and a member from an underrepresented background now comprise half of its Board.

Ducommun, like other manufacturing companies, faced a highly competitive labor market in 2022. Despite the shallow labor pool, we continued efforts to connect with diverse candidates through partnerships with outreach organizations who helped make our job opportunities available to an inclusive pool of candidates, including women, individuals from underrepresented communities, those with disabilities and veterans. In 2022, 34% of our new hires self-identified as being from underrepresented backgrounds, 37% as female, 3% as having disabilities and 7% as protected veterans.

The diversity, talent and skills of our employees allow us to drive innovation across the organization in support of our customers and their needs. To that end, Ducommun’s pay philosophy incorporates both market pay analysis as well as internal pay equity for all employees. For example, we strive to continuously improve and build upon our programs to further support our progress towards achieving equity across the organization. Moreover, as part of its ongoing focus on organizational development, Ducommun continues to enhance development tools and resources available to employees. In 2022, we refreshed our e-learning content, began creating individual development path programs and improved coaching resources to present employees with opportunities to continue increasing their knowledge and skills. We are excited about these new resources and remain committed to driving a high performance and continuous learning culture.

Within our human capital and performance management systems, talent and performance reviews are vital to increasing our capabilities, productivity and efficiency in every facet of the organization. Moreover, robust new hire onboarding, training and performance reviews are critical to the long-term success of our employees. To that end, in 2022, we improved the processes at individual performance centers relating to the new hire experience, including enhancements to skills training programs and new performance management tools to support new hire and annual performance appraisal processes. As part of this system implementation, we completed a refresh of our core competencies to ensure alignment with our core values, annual key focus areas, and employee and leadership expectations. All the enhanced resources and processes are a part of our focused effort to drive organizational effectiveness, process efficiency, and talent development.

Next year, we will be launching another employee engagement survey, to update the results from our 2019 survey. These surveys provide valuable employee feedback related to our current practices and shape our future engagement. Through these engagement surveys, we take a pulse of the organization and will continue to focus on areas that are of most importance to our employees.

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Orange County Business Journal Best Places to Work   For the second year in a row, Ducommun was named to the 2022 list of “Best Places to Work” by the Orange County Business Journal (“OCBJ”) and the Best Companies Group. Created in 2009, the Best Places to Work awards program is a joint project of the OCBJ and the Best Companies Group, and includes a county-wide survey designed to identify, recognize and honor the best places of employment in Orange County, California, and which benefit the county’s economy, workforce and businesses. Many organizations competed for the 2022 Best Places to Work in Orange County designation, and final awards were based on a detailed evaluation of each employer’s workplace policies, practices and demographics, and feedback from an independent employee experience survey.

Community Investment

Ducommun is committed to being an active member of the communities in which we operate by contributing not only financial resources, but also volunteering time to help these localities become stronger and better environments in which to live and work. The Company accomplishes this by focusing on educational opportunities for underprivileged students and supporting small business recovery in communities facing social unrest.

In 2022, Ducommun was proud to be a champion-level sponsor of the United Way of Orange County’s Rally for Change event, a celebration of corporate social responsibility in the community. We also partnered with the United Way of Orange County to offer a platform through Salesforce.org that helps organizations connect their employees to the causes they most care about, both locally and nationally. Branded as the “Ducommun Philanthropy Cloud,” this platform manages campaigns on behalf of employees who wish to donate time and financial resources to charitable causes. Ducommun’s Philanthropy Cloud provides visibility to the causes employees care most about so management can tailor future charitable donations to such organizations and work with employees to develop meaningful volunteer opportunities. Ducommun originally launched this program for a pilot group of employees in 2021 and implemented the Ducommun Philanthropy Cloud company-wide in 2022. Together, Ducommun and its employees have collectively pledged a total of almost $12,000 in donations and logged over 160 hours of volunteer work since the program was launched, including participating in a beautification project at Paularino Elementary School in Costa Mesa, California in the fall of 2022.

The Ducommun Foundation, founded in 2019, is a Section 501(c) (3) organization dedicated to financially supporting local and national non-profit and charitable organizations in the communities in which we operate. In 2022, The Ducommun Foundation donated $120,000 to support organizations that benefit veterans, active service members and military families, Ukrainian relief, and efforts to end homelessness in local communities.

STEM on the Sidelines™

As a leader in the aerospace and defense industry, Ducommun continues to support community-based science, technology, engineering and math (“STEM”) programs and initiatives that nurture and develop the next generation of innovators, thinkers and technicians. In partnership with the Los Angeles Chargers of the National Football League and the University of California, Irvine, Ducommun established and sponsors STEM on the Sidelines™, a regional competition promoting STEM education in Los Angeles and Orange County, California high schools.   The fifth annual contest began in September and concluded in December with the winning teams honored before the Los Angeles Chargers game on December 18, 2022, at SoFi Stadium in Inglewood, California. A total of fourteen teams from 11 different high schools participated in the 2022 contest. To date, a total of more than 600 students have benefited from their involvement in STEM on the Sidelines™ since 2018.

How to Contact the Board of Directors

We encourage shareholders and other interested parties to communicate with our Board in writing by mail, addressed to Board of Directors, Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, CA 92707-5759. We intend to forward all such communications to the Board, a Board committee, or any individual director or directors to whom the communication is directed, unless it is unduly hostile, threatening, or illegal, does not reasonably relate to Ducommun or its business, or is similarly inappropriate. The Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to them. The Board will endeavor to promptly respond to all appropriate communications.

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Certain Relationships and Related Transactions

Since the beginning of fiscal 2022, we were not a participant in any transaction in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock or any of the immediate family members of any of the foregoing persons had or will have a direct or indirect material interest. Although we do not have a written policy for the review of related party transactions, we have designed our internal control framework to identify related party transactions, including periodic disclosure certifications and monitoring controls. Any identified transactions are then reviewed by the Audit Committee of the Board to confirm that they comply with internal policies, procedures, and applicable regulations.

Named Executive Officers

We believe our named executive officers have the appropriate balance of skills, knowledge, and experience to position us for growth and to maximize shareholder value going forward. We also believe our executive team represents an effective combination of seasoned and earlier career professionals as shown below.

Age	Tenure

	STEPHEN G. OSWALD Chairman, President and Chief Executive Officer Age: 59 Executive since: 2017		Mr. Oswald has served as President and Chief Executive Officer since January 2017, and as Chairman, President and Chief Executive Officer since May 2018. For additional information on Mr. Oswald, see “Directors’ Backgrounds and Qualifications” on page 10.
	LAUREEN S. GONZALEZ Vice President, Chief Human Resources Officer Age: 43 Executive since: 2022		Ms. Gonzalez has served as Vice President, Chief Human Resources Officer since September 2022. She served as Acting Vice President of Human Resources from December 2021 to August 2022, and Director of Human Resources Shared Services from 2014 to 2021. Prior to joining Ducommun in 2010, Ms. Gonzalez spent approximately 10 years in various Human Resources roles at GUESS? Inc. and First Consulting Group. Ms. Gonzalez holds designations as a Certified Compensation Professional (CCP®) and a Certified Senior Human Resources Professional (SPHR®).

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	JERRY L. REDONDO Senior Vice President of Operations and Head of Structures Age: 63 Executive since: 2013		Mr. Redondo has served as Senior Vice President of Operations and Head of Ducommun Structures since June 2017. Before that, he was Vice President, Operational Excellence from 2015 to 2017, and Vice President, Operational Excellence for several of Ducommun’s subsidiaries from 2013 to 2015. Prior to joining Ducommun, Mr. Redondo was Group Vice President of Crane Aerospace & Electronics, Inc. (from 2010 to 2013), and Director of Operations and Global Supply Chain of the Parker Aerospace Control Systems Division of Parker Hannifin Company (from 1991 to 2010).
	RAJIV A. TATA Vice President, General Counsel & Corporate Secretary Age: 50 Executive since: 2020		Mr. Tata has served as Vice President, General Counsel and Corporate Secretary since January 2020. Between the time of his promotion and May 2018, Mr. Tata served as Deputy General Counsel and Corporate Secretary. He joined Ducommun in April 2017 as Senior Director, Corporate Compliance. Prior to joining Ducommun, Mr. Tata served as Assistant General Counsel for BakerCorp, an oilfield service company, where he was responsible for assisting with mergers and acquisitions, commercial and real estate transactions, corporate governance and regulatory compliance matters.
	CHRISTOPHER D. WAMPLER Vice President, Chief Financial Officer, Controller and Treasurer Age: 55 Executive since: 2013		Mr. Wampler has served as Vice President, Chief Financial Officer, Controller and Treasurer since January 2021. Between the time of his promotion and June 2019, Mr. Wampler served as the interim Vice President, Chief Financial Officer and Treasurer, and served as Vice President, Controller and Chief Accounting Officer since 2016. Mr. Wampler was Vice President and Assistant Controller for several of Ducommun’s subsidiaries from 2013 to 2015. He was previously the Controller of Just Fabulous, Inc., an online subscription fashion retailer, from 2012 to 2013, and the Division Controller of the A.O. Smith Electrical Products Co. from 2004 to 2012. Mr. Wampler is a certified public accountant and a certified management accountant.

Security Ownership of Certain Beneficial Owners and Management

The tables below show the beneficial ownership of our common stock by beneficial owners of more than 5% of our common stock, each of our directors and nominees for director, each executive officer named in the Summary Compensation Table contained in this Proxy Statement, and all directors and executive officers as a group. This information is as of February 27, 2023 except as otherwise indicated in the notes to the tables, and does not account for any tax withholding of shares that may occur after February 27, 2023, in connection with the vesting of restricted stock units or settlement of performance stock units within 60 days of February 27, 2023. Unless otherwise indicated, such shareholders have sole voting and investment power (or share such power with their spouse) with respect to the shares set forth in the tables. We know of no contractual arrangements that may result in a change in control of Ducommun. For the purposes of the tables, beneficial ownership of shares has been determined in accordance with Rule 13d-3 of the SEC, under which a person is deemed to be the beneficial owner of securities if she or he has or shares voting or investment power with respect to such securities or has the right to acquire ownership thereof within 60 days. Ownership percentages in the table are based upon 12,229,500 shares of common stock outstanding as of February 27, 2023, and the relevant number of shares of common stock issuable upon exercise of stock options or other awards that are exercisable, have vested, or will be exercisable within 60 days of February 27, 2023. The amounts shown in the tables do not purport to represent beneficial ownership for any purpose other than compliance with SEC reporting requirements.

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Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Management

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Proposal 2: Resolution to Approve Executive Compensation on an Advisory Basis

We are asking shareholders to approve on an advisory basis Ducommun’s named executive officer compensation as reported in this Proxy Statement. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

Our pay-for-performance compensation approach consists of a mix of shorter-term and longer-term incentive compensation, including annual cash incentives, restricted stock units that incrementally vest over three years, and performance stock unit and long-term performance-based cash awards that will cliff vest at the end of a three-year performance period. In 2022, the Compensation Committee continued to adhere to our pay-for-performance compensation philosophy and used its discretion to make only minor adjustments for one-time costs consistent with past practices. With respect to annual incentives, the Compensation Committee took into account the following:

The Compensation Committee incorporated these considerations into the final annual cash incentive awards that recognized the significant individual and team performance that drove our results in 2022. Moreover, the Compensation Committee believes that our continued growth, with year-over- year increases in earnings, revenue and adjusted operating income positions Ducommun and its shareholders favorably for further success going forward.

With respect to long-term incentives, the Compensation Committee continued its practice of granting performance and restricted stock units to executives. However, in order to preserve shares under our Amended 2020 Stock Incentive

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Plan and mitigate the dilutive effects of our long-term equity compensation practices on shareholders, the Compensation Committee granted our NEOs long-term performance-based cash awards using the same metrics as our performance stock unit grants. The Compensation Committee believes this decision is consistent with our pay-for-performance compensation philosophy and maintains the alignment between executives’ interests and those of our shareholders. As a result, in 2022:

We urge shareholders to read the “Compensation Discussion and Analysis” that follows, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and associated narratives and graphs related to the CD&A, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board strongly believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our executive officers reported in this Proxy Statement has supported and contributed to our success.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of Ducommun Incorporated (the “Ducommun”) approve, on an advisory basis, the compensation of Ducommun’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes and narrative in the Proxy Statement for Ducommun’s 2023 Annual Meeting of Shareholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. However, the Board and the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program. At the 2022 Annual Meeting, shareholders expressed support for the compensation of our named executive officers, with approximately 72% of the votes cast (excluding abstentions) approving the “say-on-pay” resolution.

Following the vote to be conducted at our 2023 Annual Meeting of Shareholders, we anticipate that the next advisory vote to approve named executive officer compensation will occur at our 2024 Annual Meeting of Shareholders, unless the Company announces otherwise following the Board of Directors’ consideration of the advisory vote provided in Item 3 of this Proxy Statement regarding the frequency of future advisory votes on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” DUCOMMUN’S ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

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2022 Compensation Discussion and Analysis

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Executive Summary

This Compensation Discussion and Analysis describes the compensation awarded to, earned by, or paid to the executive officers listed below (the “Named Executive Officers” or “NEOs”) during 2022.

STEPHEN G. OSWALD, Chairman, President and Chief Executive Officer		LAUREEN S. GONZALEZ, Vice President and Chief Human Resources Officer		JERRY L. REDONDO, Senior Vice President, Operations and Head of Ducommun Structures		RAJIV A. TATA, Vice President, General Counsel and Corporate Secretary		CHRISTOPHER D. WAMPLER, Vice President, Chief Financial Officer, Controller and Treasurer

2022 Operations and Performance Highlights: Double-Digit Revenue Growth Fueled by the Resurgence of Our Commercial Aerospace Business

The year ended December 31, 2022 saw Ducommun attain double-digit revenue growth fueled by the recovery of the commercial aerospace market, which was a remarkable achievement despite the lingering effects of the COVID-19 pandemic and the challenges following the Boeing 737 MAX grounding. We effectively leveraged many of our successes from 2020 and 2021 and continued to benefit from offloading from defense primes, as demonstrated by our historically strong defense backlog.

In addition, our cost actions and lean organizational structure continued to provide significant value, with best in class general and administrative (“SG&A”) expense, especially at the corporate level, and the implementation of a major restructuring initiative expected to accelerate the achievement of our strategic goals and objectives. Our performance against critical metrics such as revenue, operating income, earnings, gross profit and backlog are summarized in the tables and graphs below:

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Adjusted Diluted Earnings Per Share 2019 – 2022

Adjusted diluted earnings per share (“EPS”) was $3.24* in 2022. While slightly lower than the prior year, 2022 includes incremental rent and property tax expenses incurred following Ducommun’s successful completion of a sale-leaseback transaction involving its Gardena, CA performance center. This strong adjusted diluted EPS performance is an outstanding accomplishment and driven by an increase in revenue and management’s navigation of significant inflationary and direct labor pressures.

Adjusted EBITDA (in $000s)**

Adjusted EBITDA increased from $92.8 million in 2021 to $94.7 million in 2022. The increase was driven mainly by the Company’s generation of increased adjusted operating income.

Adjusted EBITDA Margin (%)**

Adjusted EBITDA Margin was 13.3% in 2022. While lower than the 14.4% performance in 2021, it is a 50 bps increase from pre-pandemic levels in 2019 which is attributable to management’s focus on profitable growth and strong cost management.

Gross Profit Margin (as % of Revenues)

Gross profit margin was 20.3% of revenues in 2022, a decrease from 2021, which was the highest level in a decade. The decrease is due primarily to the impact of our transition of production back to our Guaymas performance center and amortization of MagSeal LLC’s acquisition-related inventory step-up.

Operating Income ($000s)

Operating income was $39.8 million in 2022, down from $48.9 million in 2021. The decrease is due largely to $6.7 million in restructure expenses related to the repositioning of production at three of our performance centers in conjunction with our 2022 restructure plan to enhance the cost structure of our operations.

Operating Income Margins (%)

Operating income margins were 5.6% in 2022. The decrease in 2022 is due mainly to the reduced operating income.

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Backlog (in $000s)**

Backlog, defined as customer placed purchase orders and long-term agreements with firm fixed price and expected delivery dates of 24 months or less, nearing an historical all-time high at the end of 2022 of $961 million, compared to $905 million at the end of 2021, reflecting a 6.2% increase in demand for products in Ducommun’s commercial aerospace business. Customers speak with orders and this all-time high backlog positions us well moving forward.

Relative Total Shareholder Return vs. Proxy Peer Group***

Our relative total shareholder return consistently outperformed those of our proxy peer group through the volatile three-year period covering the COVID-19 pandemic and its aftermath due to management demonstrated track-record of strong operational leadership and effective cost management.

Shareholder Value

On our year-over-year basis, our market capitalization increased by approximately 8%. The chart below depicts our market capitalization between the years 2019 and 2022.

The following graph and table compare the total shareholder return on $100 invested in Ducommun common stock with the total shareholder return on $100 invested in the Russell 2000 Index and companies identified in the benchmarking and peer groups section of this Compensation and Disclosure Analysis, for the five-year period from 2018 through 2022, with the year ended December 31, 2017, serving as the base period. The Russell 2000 Index measures the performance of approximately 2,000 small-capitalization companies in the Russell 3000 Index, a larger index of publicly traded companies that represents almost 98% of the investable U.S. stock market. The total returns include the reinvestment of cash dividends.

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Total Shareholder Return vs. Proxy Peers, Russell 2000 and Selected Indices

Comparison of 5 Year* Cumulative Total Return
Ducommun Inc. vs. Median of Peers** and Russell 2000
Assumes Initial Investment of $100 as of
December 31, 2017

Our relative total shareholder return TSR compared to the Russell 2000 Index over the 3-year period between 2020 and 2022 was in the 48^th percentile, ranking 869^th out of 2000 companies.*

Pay for Performance Philosophy

Our philosophy in compensating our named executive officers is oriented towards a pay-for-performance approach. In 2022, as reported in the Summary Compensation Table and other graphs below, performance-based compensation (defined, for this purpose, as all compensation contingent on the achievement of performance goals and/or increases in our stock price), at target, represented a significant percentage of the total compensation of each of the named executive officers:

CEO Target Compensation Mix	Other NEO Target Compensation Mix

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Compensation Program Overview

The direct elements of our executive compensation program are summarized below.

As shown above, our executive compensation program reflects strong pay for performance alignment, and our financial performance was the most significant factor affecting compensation of the named executive officers in 2022.

Since 2016, the number of vice presidents at the Company has decreased by over 60%, demonstrating management’s continued strong cost management and effective spending controls. As depicted below, Ducommun’s SG&A expense as a percentage of revenue is lower than all but two of its proxy peer group companies, based on those firms’ most recent Form 10-K filings with the SEC.

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Vice Presidents at DCO Corporate		DCO vs. Proxy Peers’ SG&A Expense as a % of Revenue

The total actual compensation of our CEO and other named executive officers as reported in the Summary Compensation Table increased slightly in 2022, consistent with year-over-year growth of approximately 10% in revenue, and reflective of our pay-for-performance compensation philosophy. While our CEO’s total compensation increased by approximately seven percent (7%) in 2022 compared to 2021, eighty-five percent (85%) of total target compensation was performance based and reflected our year-over-year growth in revenue, earnings and adjusted operating income, along with SG&A expense consistently remaining among industry leaders as discussed above. The chart below depicts our CEO’s total actual compensation compared to our revenue between 2019 and 2022.

CEO Compensation to Revenue

On average, total actual compensation for our other named executive officers increased by approximately 22% over 2021, with 64% being performance based.

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Other NEOs Total Actual Compensation 2020-2022

Compensation Best Practices

Our executive compensation program includes a number of positive pay practices.

What We Do			What We Don’t Do
	A significant majority of target total direct compensation for the named executive officers was based on performance			We do not provide any pension or supplemental retirement benefits
	We have a clawback policy in place for our annual and long-term incentive plans			We do not provide excise tax gross-ups
	Executives and directors are subject to demanding stock ownership guidelines			We do not provide for any “single-trigger” equity vesting in the event of a change in control
	We provide only modest perquisites			We do not permit option repricing without shareholder approval
	Our Compensation Committee engages an independent compensation consultant			We do not grant stock options with an exercise price below 100% of fair market value
	We prohibit executives and directors from pledging Ducommun stock or engaging in hedging transactions involving Ducommun stock

Last Year’s Say on Pay Vote

At the 2022 Annual Meeting, shareholders expressed support for the compensation of our named executive officers, with approximately 72% of the votes cast (excluding abstentions) in favor of the “say-on-pay” advisory vote. While the level of support was below historical levels of support, which averaged 95% of votes cast between 2019 and 2021, due to concerns expressed by Institutional Shareholder Services Inc. (“ISS”) relating to payments made to a former named executive officer upon retirement, our pay and performance were aligned in 2021, as in prior years. Both management and our Lead Independent Director confirmed with our largest institutional shareholders that such payments did not constitute a policy change towards current retirement benefits and did not anticipate taking similar actions in the future. Accordingly, the Compensation Committee considered the results of the 2022 advisory vote in connection with its regular evaluation of our executive compensation programs, but did not make any changes to our program or policies as a result of that vote.

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How Compensation Decisions are Made

Compensation Objectives

Our compensation programs are designed to provide competitive levels of compensation that link pay to the achievement of our financial goals, assist Ducommun in attracting and retaining qualified executives, and recognize individual initiative and performance. We intend for overall compensation of the named executive officers to be at levels that are broadly competitive with other companies of similar size and complexity of operations.

We do not target any specific mix of cash versus non-cash compensation for our named executive officers. Instead, each element of compensation (salary, annual cash incentive and performance-based long-term equity and cash incentives) is awarded and targeted at amounts that are intended to be market-competitive, consistent with our compensation principles, and reflect internal pay equity considerations. The Compensation Committee decided to continue to primarily rely on the grant of performance-based awards (in the form of both performance stock units and performance-based long-term incentive cash awards) when awarding variable compensation to executives. This approach provides consistency with our philosophy of creating pay-for-performance compensation opportunities to enhance alignment between executives’ interests and those of shareholders.

Role of the Compensation Committee

Each element of compensation for the CEO is set by the Compensation Committee. In addition, each element of compensation for the other named executive officers is recommended by the CEO and reviewed and approved by the Compensation Committee. As discussed below, we generally target the 50^th percentile of peer group data and the 50^th to 75^th percentile of published survey compensation in assessing and establishing compensation for the named executive officers for several reasons. First, our executive officers assume multiple responsibilities that extend beyond the scope of their job titles and those traditionally performed by leaders in similar roles. Additionally, we target these levels to retain our executives in very a competitive labor market, thereby ensuring continuity among the senior leadership team to achieve our long-term strategic objectives. Moreover, our overall compensation mix leans heavily towards being at risk and performance-based, which ensures that our executive officers’ interests are aligned with those of shareholders.

Compensation Consultant

The Compensation Committee retained Willis Towers Watson (“WTW”) as an independent compensation consultant, which did not provide any services to us in 2022 other than with respect to executive compensation. The Compensation Committee reviewed WTW’s independence and completed an assessment of any potential conflicts of interest raised by WTW’s work by considering the following six factors, as well as others it deemed relevant: (i) whether WTW provides other services to us; (ii) the annual dollar value of fees paid to WTW, as a percentage of WTW’s total revenue; (iii) the policies and procedures of WTW that are designed to prevent conflicts of interest; (iv) any business or personal relationships between WTW consultants and members of the Compensation Committee; (v) whether any WTW consultants own Ducommun stock, and how much; and (vi) any business or personal relationships between WTW consultants or WTW with any of our executive officers. As a result of this review, the Compensation Committee concluded that WTW is independent and there are no such conflicts of interest.

Benchmarking and Peer Groups

The Compensation Committee has the compensation consultant prepare a formal executive compensation assessment every year. For the 2022 fiscal year, WTW assessed our executive compensation compared to the proxy disclosures for a specific peer group and to broader published survey compensation data, and recommended appropriate changes to our executive compensation program (the “WTW compensation assessment”). Specifically, and as noted above, we generally target the 50^th percentile of peer group data and the 50^th to 75^th percentile of published survey compensation in assessing and establishing compensation for our named executive officers.

The peer group for 2022 compensation decisions consisted of the following eleven companies in the aerospace and defense and industrial machinery industries that were identified as market comparators by WTW and the Compensation Committee:

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As of the date of WTW’s compensation assessment, the peer group companies had 50^th percentile annual sales of $924 million. Our annual sales were $645.4 million in 2021 (the most recent full fiscal year at the time of WTW’s compensation assessment).

In addition, the WTW compensation assessment compared our executive compensation to published survey compensation data for general industry and manufacturing companies with annual revenues of between $500 million and $1 billion, based on WTW’s advice that such compensation survey data would provide a reasonable basis for benchmarking our executive compensation. The compensation survey data was gathered from the General Industry Executive Compensation Survey – U.S., Durable Products Manufacturing or All Industry data cuts, published by Willis Towers Watson Services, and the U.S. Mercer Benchmark Database – Total Remuneration Survey, published by William M. Mercer. Aggregate compensation data from the surveys was provided to the Compensation Committee.

When making compensation decisions regarding the CEO, SVP of Operations and the CFO, the Compensation Committee reviews and relies upon both proxy peer group data and published survey compensation data. When making compensation decisions regarding the other executive officers, the Compensation Committee primarily relies on the published survey compensation data included in the WTW compensation assessment because the data provided for comparable positions within our peer group companies is considered insufficient.

In reviewing peer group and published survey compensation data, the Compensation Committee evaluates the relative percentile ranking of the CEO and the other executive officers with respect to salary, total cash compensation, and total direct compensation. The Compensation Committee also considers each named executive officer��s scope of responsibility, years of experience, demonstrated performance and marketability, and impact level within Ducommun relative to other executives in making compensation decisions.

2022 Named Executive Officer Compensation

Base Salaries

In establishing the salaries for the named executive officers in 2022, the Compensation Committee considered the WTW compensation assessment of base salary levels, which indicated that the CEO’s base salary was generally consistent with the 50^th percentile of our compensation peer group and at the 75^th percentile of published survey compensation data. The base salaries of the other named executive officers were generally consistent with the 50^th percentile of published survey compensation data. Accordingly, the Compensation Committee made the base salary changes shown below for 2022 in recognition that our executive officers assume multiple responsibilities that extend beyond the scope of those traditionally performed by leaders in similar roles. In all cases, salaries were raised to reward executives for their 2021 performance and our return to growth during that year. Mr. Wampler’s base salary was raised by a higher percentage to align his compensation with the market.

Annual Cash Incentives

Annual cash incentives are awarded based on our actual financial performance compared to targets for three performance metrics, operating income, net revenues, and cash flow from operations, so long as Ducommun exceeds an adjusted net income threshold of $10M. The performance metrics and their weightings are shown below.

The Compensation Committee chose these performance measures because it believes that growth along those metrics is essential to our objective of providing superior long-term total shareholder return. The Compensation Committee approves the threshold, target, and maximum goals for the financial performance measures, and the formula for funding the bonus pool at the beginning of each year. These performance goals are set in line with our annual operating plan for the year, and the 2022 annual operating plan approved by the Board contemplated that attainment of the maximum level of the cash flow from operations and operating income metrics would mark all-time record highs for Ducommun, thereby aligning management’s interests with those of shareholders.

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The Compensation Committee establishes a target annual cash incentive award for each named executive officer, expressed as a percentage of base salary. In setting the annual cash incentive target amounts, the Compensation Committee considered the WTW compensation assessment, which indicated our annual cash incentive target percentages were appropriate relative to the market. Annual cash incentive payouts can range from zero to a maximum of three times the targeted percentage, depending on performance. The maximum is considered appropriate in recognition of the stretch nature of the performance goals, and the benefit bestowed on shareholders should they be attained.

Achievement of Performance Goals in 2022

In determining actual payouts under the 2022 annual incentive plan, the Compensation Committee and Board first determined that Ducommun exceeded the adjusted net income threshold of $10M. The Compensation Committee then reviewed Ducommun’s performance against each metric established under the annual incentive plan to determine the award’s funding by metric, applied the appropriate weight to each metric and calculated the actual funding for the 2022 annual incentive plan.

The table below depicts the threshold, target, and maximum goals for each metric under the 2022 annual incentive plan and our actual performance. While funding for the award was calculated at 215% as a percentage of target based on our actual performance against the metrics underlying the annual incentive plan, negative discretion was applied to enhance payments for all employees across the enterprise in an effort to reward them for their performance during the year, thereby yielding an actual payout at 193% of target.

The Compensation Committee also reviewed and noted several significant achievements and milestones, which are summarized below. No individual weightings were assigned to any one of these factors:

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The Compensation Committee noted these significant team accomplishments that drove our results in 2022 when determining final annual cash incentive awards. Moreover, the Compensation Committee firmly believes that our continued return to growth, with year-over-year increases in earnings, revenue and adjusted operating income positions Ducommun and its shareholders very favorably for further success going forward.

For 2022, target annual incentive award targets and annual cash incentive determination for each of the named executive officers is reflected in the table below.

The graphs below show the changes in our named executive officers’ annual incentive compensation between 2020 and 2022.

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CEO Annual Incentive Compensation 2020-2022		NEO Annual Incentive Compensation 2020-2022

Long-Term Incentives

In fiscal 2022, Ducommun granted long-term incentives to its CEO in the form of performance stock units (“PSU”s) and performance-based cash awards (“Cash LTIPs”) based on earnings per share (“EPS”) with a relative total shareholder return (“rTSR”) modifier and revenue. Additionally, Ducommun granted long-term incentives to its other named executive officers in the form of PSUs and Cash LTIPs (other than Ms. Gonzalez, who received PSUs only payable in shares) based on EPS and a rTSR modifier, as well as time-based restricted stock units (“RSUs”). The allocation between the equity and cash components of the long-term incentive awards was determined after deliberations with the Compensation Committee involving the evaluation of multiple scenarios and considerations, including ensuring that our executives’ long-term interests remained aligned with those of shareholders and the desire to be judicious with our grant practices to preserve shares under our Amended 2020 Stock Incentive Plan, thereby mitigating the dilutive effect of our long-term equity compensation practices on shareholders. Accordingly, to ensure alignment between executives’ and shareholders’ interests, the amount of cash that our NEOs may earn pursuant to the Cash LTIP awards will be based on performance against the same metrics used for the equity components of the PSU awards. The overall mix of long-term incentives granted to our NEOs in 2022, along with a breakdown of the applicable amount of PSUs, Cash LTIPs and RSUs payable in shares of common stock and cash, respectively, are depicted below:

CEO LTI Mix at Target		Other NEO LTI Mix at Target*

PSU awards encourage executives to focus on specific financial and other goals that the Compensation Committee believes will contribute to long-term shareholder value. Restricted stock units provide a direct ownership interest in Ducommun and a

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long-term incentive for the named executive officers to remain employed with us. PSU, PRSU, and RSU awards are the only forms of long-term compensation afforded to our executives as Ducommun does not maintain a pension plan for our NEOs.

In determining the aggregate value of long-term incentives to grant for 2022, the Compensation Committee considered the results of the WTW compensation assessment as to the value of long-term incentives provided at the 50^th percentile of our compensation peer group data and the 75^th percentile of the published survey compensation data. In keeping with those considerations, all of the long-term incentives granted to our CEO were performance based, while awards to the other named executive officers reflected a mix of performance- and time-based long-term incentives that were generally consistent with the market and prevailing business conditions, and were intended to incentivize our executive officers to achieve the performance metrics thereunder. The Compensation Committee also considered the existing equity holdings of our NEOs and the number of shares both outstanding and available under our long-term incentive plans when granting awards in 2022.

The Compensation Committee made the following target long-term incentive awards to the named executive officers in 2022:

The value of long-term incentives granted to our CEO in 2022 remained generally static on a year-over-year basis compared to 2021, reflective of our desire to be judicious with our grant practices and preserve shares under our Amended 2020 Stock Incentive Plan to mitigate the dilutive effect of our long-term equity compensation practices on shareholders. The Compensation Committee believes this decision remains consistent with our pay-for-performance compensation philosophy and maintains the alignment between executives’ interests and those of our shareholders by ensuring that the majority of our CEO’s total target compensation is dependent on performance, thereby incentivizing continued increases in earnings, revenues and operating income, all to shareholders’ benefit. The value of the long-term incentives granted to our CEO and named executive officers is depicted in the graphs below:

CEO Long-Term Incentive Compensation 2020-2022		NEO Long-Term Incentive Compensation 2020-2022

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CEO Performance Restricted Stock Unit Grant (FY2022-FY2024 Performance Period)

In 2022, our CEO was awarded Performance Restricted Stock Units (“PRSUs”) and Cash LTIPs that may vest based upon the achievement of revenue targets, shown below, in the last year of a three-year period (from January 1, 2022, to December 31, 2024). In order to preserve shares under our Amended 2020 Stock Incentive Plan and manage share dilution, the grants will be payable, if at all, in both shares and cash. Based on our 2022 revenues of $713 million, revenues would need to increase by approximately 13% for our CEO to achieve the maximum payout at the end of the performance period, which would provide significant shareholder value.

Three-Year Revenue Goal

Performance Stock Units (FY2022-FY2024 Performance Period)

The performance-based long-term incentive awards granted in 2022, including Cash LTIPs, may be earned based upon the achievement of annual adjusted diluted EPS targets during each year of a three-year performance period, subject to a rTSR modifier. The Compensation Committee chose adjusted diluted EPS as the performance metric to tie executive compensation directly to the annual and long-term growth in Ducommun’s earnings. As discussed further below, an rTSR modifier can also be applied to the number of vested PSUs and Cash LTIP amounts to further align executive compensation with shareholder value creation.

The PSUs granted in 2022 will cliff vest at the end of the three-year performance period in an amount between 0% and 200% of the target units or target dollar amounts (as applicable), as shown below.

Adjusted Diluted Earnings Per Share for Awards*

The Compensation Committee set the threshold and target adjusted diluted EPS levels to be consistent with the annual operating plan, with the target level increasing by 6% each year of the performance period, thereby ensuring management is incentivized to improve adjusted diluted earnings per share relative to the end of 2021.

In the event our performance falls between two of the data points listed in the table above, the percentage of target performance stock units and target dollar amounts, as applicable, that are earned will be determined by linear interpolation between the two data points, rounded to the nearest whole unit in the case of the performance stock units. Adjusted diluted EPS is calculated, as determined by the Compensation Committee, by adjusting our diluted EPS to reflect changes in accounting standards, discontinued operations to exclude gain or loss on the sale of any business or product line, and to reflect any asset impairment write-offs or charges (whether of goodwill, intangible or tangible assets), transaction-related costs or expenses (including but not limited to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic 805), debt refinancing costs, and restructuring and other non-recurring expenses.

Relative Total Shareholder Return Modifier

After the end of the three-year performance period of our PSU and Cash LTIP awards our rTSR will be calculated as compared to the Russell 2000 Index for the same period. As depicted in the table below, the total number of PSUs and Cash LTIPs earned will then be determined by multiplying the equity and cash earned, respectively, on the adjusted diluted EPS metric by a modifier between 0.75-1.25. The rTSR modifier will not be greater than 1.0 unless our absolute total shareholder return over the three-year performance period is positive, regardless of our relative ranking. In total, the maximum funding for PSU and Cash LTIP awards based on the achievement of adjusted diluted EPS levels and application of the relative total shareholder return is 250% of target.

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Relative Total Shareholder Return v. Russell 2000 Index

Settlement of Awards from Prior Grant Cycles

CEO Performance Restricted Stock Unit Grant (FY2020-FY2022 Performance Period)

In 2020, our CEO was awarded performance restricted stock units (“2020 PRSUs”) subject to vesting based upon the achievement of revenue targets in the last year of a three-year performance period (from January 1, 2020 to December 31, 2022) to incentivize the long-term growth of the business. The Compensation Committee determined the amount of revenue that was achieved relative to its strategic plan in the last year of the performance period, and the percentage and number of the performance restricted stock units earned as a result thereof.

The revenue target for the performance period was established in May of 2020 pursuant to that year’s strategic plan, which was based on 2019 revenues of $721.1 million. Contrary to the assumptions used in establishing metrics under the 2020 strategic plan however, over the course of the performance period Ducommun lost approximately $190 million in commercial aerospace revenue due to lingering impacts of the COVID-19 pandemic and the challenges following the grounding of the Boeing 737 MAX (which was Ducommun’s largest revenue program in 2019 of approximately $130 million, and which declined to $20 million by 2021). While Ducommun was still able to increase defense revenues by 40%, the level of sales attained in the last year of the performance period fell short of the threshold by merely $6 million. The following table summarizes the original revenue targets as a percentage and dollar value at threshold, target and maximum performance levels and the resulting payout levels:

Revenue Goal Determination

Despite improving revenue by over 10% in 2022 compared to 2021, management’s continued effective spending controls resulting in year-over-year margin expansion, and the headwinds described above, the Compensation Committee made no adjustments to the targets as originally established under the 2020 grant, and consequently no shares were awarded to the CEO for the 2020 PRSU grant.

Performance Stock Units (FY2020-FY2022 Performance Period)

The three-year performance period for performance stock units awarded in 2020 ended on December 31, 2022. The threshold, target, and maximum performance levels for performance stock units awarded in 2020, and the actual performance in each of the years 2020 to 2022, were as follows:

Adjusted Diluted EPS ($) and TSR Modifier for Performance Stock Unit Determination

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Our relative total shareholder return compared to the Russell 2000 Index was in the 48^th percentile, and therefore, the number of total shares earned was not adjusted due to the impact of the modifier despite Ducommun achieving a diluted EPS of $3.30 a share, a significant increase in shareholder value compared to the beginning of the performance period.

Timing of Long-Term Incentive Awards

The Compensation Committee has implemented a process whereby all normal cycle long-term incentives are awarded in the spring of each year and long-term equity incentive grants in 2022 were generally consistent with this process. However, long-term incentive grants may be made at other times in the event of the new hire of an executive officer or a special award to recognize individual performance. In addition, the timing of the award of normal cycle long-term equity incentives may be changed in the future, as needed, to meet changing circumstances.

Severance and Change in Control Agreements and Practices

Ducommun has entered into a key executive severance agreement with each of the executive officers. These agreements (which are all substantially the same) provide for cash severance and double trigger equity acceleration if there is a qualifying termination in connection with a change in control, and limited cash severance if there is a qualifying termination outside the context of a change in control. Key executive severance agreements are considered to be a necessary in the recruitment and retention of qualified executives. We believe having severance agreements in place allows our executives to focus on shareholder interests when considering strategic alternatives because they provide some financial security in the event of an involuntary termination of employment. We do not provide gross-ups for taxes under these agreements. Please refer to the section entitled “Potential Payments Upon Termination or Change in Control” below for further discussion of these agreements.

Clawback Policy

We have a clawback policy that applies in the event a restatement is necessitated due to material noncompliance with financial reporting requirements under U.S. generally accepted accounting principles or SEC rules. In the event of such a restatement, all incentive-based compensation and all vested performance-based equity awards made to executive officers may be recovered to the extent that such payments and vested awards were higher than they should have been because of the inaccurate financial statements. The clawback policy applies to incentive payments and vested performance-based equity awards made to executive officers after October 29, 2016. We will adopt an amended clawback policy consistent with the listing standards adopted by the New York Stock Exchange in light of the SEC’s recent adoption of the “Listing Standards for Recovery of Erroneously Awarded Compensation”.

Securities Trading Policy: Prohibition on Pledging and Hedging

To align the interests of our directors, officers, and employees, including our named executive officers, with our shareholders, our Insider Trading Policy does not permit any director, officer, or employee of Ducommun to either margin our securities or pledge Company securities as a loan or to engage in any hedging transactions involving our securities. Hedging includes the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of securities, including prepaid variable forward contracts, equity swaps, collars, and exchange funds.

Other Compensation

Other compensation and personal benefits paid or made available to the named executive officers are not material. We provide a non-qualified deferred compensation plan and automobile allowance to our named executive officers, as well as medical, dental, life and other insurance benefits. In addition, the named executive officers receive 401(k) matching contributions on the same basis as our other employees. However, we do not provide any pension or supplemental retirement benefits to our named executive officers.

Director and Officer Stock Ownership Policy

In August 2020, the Compensation and Corporate Governance and Nominating Committees of the Board adopted a stock ownership policy that requires certain of our executive officers to acquire and hold shares of our stock equal in value to a multiple of their annual salary as follows:

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