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 2024 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 24, 2024 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/DCO2024 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 26, 2024, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.

In 2023, 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 a more than 25% year-over-year increase in market capitalization, a new all-time annual revenue record of approximately $757M, increased margins and a relative total shareholder return that continues to consistently outperform others in our proxy talent peer group. I also want to welcome our newest Board member, David Carter, to the Company. It is the first time our Board has had someone with David’s extensive engineering leadership experience and we are thrilled with the expertise and perspective that he will bring to our Board. Thank you as well to our shareholders for their support of the Company, my team and our Board are excited about the future as we head into our 175^th year of business.

Finally, it is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, 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 1-800-690-6903 prior to 11:59 pm on April 23, 2024		BY MAIL Sign the enclosed proxy card and mail it promptly in the enclosed postage- prepaid envelope		AT THE MEETING See page 83 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 2023 performance, please review Ducommun’s Annual Report on Form 10-K for the year ended December 31, 2023.

This Proxy Statement is first being made available to our shareholders on or about March 13, 2024.

2024 Annual Meeting of Shareholders

Date and Time:	Place:	Record Date:
Wednesday, April 24, 2024, at 9:00 a.m. Pacific Time	Online via live audio webcast at www.virtualshareholdermeeting.com/DCO2024	February 26, 2024

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

2023 Performance and Ten-Year Highlights

For the year ended December 31, 2023 and as we head into our 175^th year, Ducommun attained more than a 25% increase in its market capitalization, all-time high revenue levels and an impressive 13% increase in gross profit over the prior year. We continued to effectively leverage many of our successes from the post-pandemic years and continued to benefit from offloading from defense primes, which we believe positions Ducommun very well moving forward. In addition, our cost actions and lean organizational structure continued to provide significant value, with our selling, general and administrative (“SG&A”) expense placing us among the lowest of our proxy talent peer group as a percentage of revenue, especially at the corporate level, and the continued implementation of a major restructuring initiative expected to accelerate the achievement of our strategic goals and objectives. 2023 also marked the sixth 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:

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2014 - 2023 Shareholder Value by Market Capitalization (in $millions)(1)		2014 - 2023 Net Revenue (in $millions)
2014 - 2023 Employee Count and Net Revenue per Employee		2014 - 2023 Gross Profit (in $millions)
2014 - 2023 Gross Profit Margin		2014 - 2023 Adjusted EBITDA (in $millions)(2)

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2014 - 2023 Adjusted EBITDA Margins(2)		2014 - 2023 Backlog (in $millions)(2)

	(1)	2023 data based on 14,600,766 shares outstanding and closing price of $52.06 per share as of December 31, 2023.
	(2)	Adjusted EBITDA, Adjusted EBITDA Margins and Backlog are non-GAAP financial measures. For a discussion of these measures and for a reconciliation to the most directly comparable GAAP measures, see Appendix A to this Proxy Statement.

Total Shareholder Return vs. Proxy Talent Peers and Russell 2000

Our relative total shareholder return compared to the Russell 2000 Index over the 3-year period between 2021 and 2023 was in the 50^th percentile, ranking 859^th out of 1,720 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 over 40% of our Board of Directors (the “Board”), and will collectively comprise 50% of our Board immediately following the election of directors at the Annual Meeting after the retirement of Mr. Jay Haberland. The tenure of our directors, our Board’s overall gender and racial diversity and its independence are summarized in the graphs below.

Directors’ Tenure (Pre-Annual Meeting)		Director Diversity & Independence (%) (Pre-Annual Meeting)

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Directors’ Tenure (Post-Annual Meeting)		Director Diversity & Independence (%) (Post-Annual Meeting)

Corporate Governance Highlights

Executive Compensation Highlights

Our executive compensation program is oriented towards a pay-for-performance approach. In 2023, performance-based compensation represented a significant percentage of the total target compensation for each of the named executive officers.

2023 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, 2023, Ducommun’s lost time incident rate⁽⁴⁾ dropped to zero, which was a remarkable achievement, and our total recordable incident rate⁽⁵⁾ decreased by approximately 75%:

Between 2019 and 2023, there was an impressive 34% decrease in our combined Scope 1 and 2 greenhouse gas emissions, and an approximately 16% reduction in Ducommun’s total energy usage:

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Important Note Regarding Forward-Looking Statements and Website References

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 corporate responsibility, including our Corporate Environmental Responsibility (“CER”) Program, sustainability, employees, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities, as well as statements from third parties about our CER performance and risk profile 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. Forward-looking statements are not guarantees or promises that goals or targets will be met. Actual results could differ materially for a variety of reasons. In addition, historical, current, and forward-looking sustainability-related statements may be based on current or historical goals, targets, aspirations, commitments, or estimates; standards for measuring progress that are still developing; diligence, internal controls, and processes that continue to evolve; data, certifications, or representations provided or reviewed by third parties, including information from acquired entities that is incomplete or subject to ongoing review or has not yet been integrated into our reporting processes; and assumptions that are subject to change in the future. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2023 Annual Report on Form 10-K under the heading “Risk Factors”. 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

Our Board is divided into three classes, with one class elected at each annual meeting of shareholders. Directors of each class are elected to serve for three-year terms. Pursuant to the Company’s Bylaws, the Board is authorized to fix by resolution from time to time the size of the Board, provided that the Board is no greater than nine and no less than six directors. The Board has by resolution fixed the size of the Board at nine directors effective until immediately prior to the election of directors at the Annual Meeting, at which time the Board has fixed the size of the Board at eight 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 2027 and the election and qualification of their respective successors. In accordance with the Company’s Corporate Governance Guidelines, directors will generally not be nominated for election after attaining the age of 73, and accordingly, Mr. Jay Haberland will be retiring from the Board upon the election of directors at the Annual Meeting. The Board is most grateful to and thanks Mr. Haberland for his 15 years of service.

In light of Mr. Haberland’s retirement, our Board class requirements under our Certificate of Incorporation, the vacancy that will emerge in our Class of 2027 Directors and other factors, on March 11, 2024, our Board, upon the recommendation of our Corporate Governance and Nominating Committee, determined that it was advisable to nominate Mr. David Carter to stand for election as a Class of 2027 Director at the Annual Meeting, subject to Mr. Carter agreeing to resign as a Class 2025 Director and subject to and effective upon his election as a Class 2027 Director at the Annual Meeting, which resignation Mr. Carter agreed to on March 11, 2024. Accordingly, at the Annual Meeting, shareholders will be asked to elect each of Ms. Drazba, Ms. Kramer and Mr. Carter to serve for a three-year term ending at the Annual Meeting of Shareholders in 2027 and until their respective successors have been duly elected and qualified, subject to their earlier death, resignation, or removal. Having Mr. Carter stand for election at the Annual Meeting also provides our shareholders with the opportunity to vote upon our newest Board member.

In the absence of a contrary direction, proxies will be voted for the election of Ms. Drazba, Ms. Kramer and Mr. Carter. 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. Drazba, Ms. Kramer or Mr. Carter will be unwilling or unable to serve for the stated term 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. DRAZBA, MS. KRAMER AND MR. CARTER AS CLASS OF 2027 DIRECTORS.

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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 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 professional experiences and personal perspectives contribute to the quality of the Board’s oversight and are essential enablers of effective governance. With that, we are committed to the belief that Board diversity is not reflected solely in the variety of our directors’ professional backgrounds and experiences. 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, and more recently, Mr. Carter, 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 currently comprise over 40% of our Board, and will collectively comprise 50% of our Board immediately following the election of directors at the Annual Meeting.

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 by our director nominees and continuing directors.

	Oswald	Baldridge	Carter	Drazba	Ducommun	Flatt	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 13, 2024, 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

SHIRLEY G. DRAZBA Corporate Vice President, Product Line Strategy & Innovation, IDEX Corporation (Ret.)   Age: 66   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.

SHEILA G. KRAMER Chief Human Resources Officer, Donaldson Company, Inc.   Age: 64   Director Since: 2021   Term Expires: 2024   Committees: •  Corporate Governance & Nominating and Compensation

Professional background Ms. Kramer has been the 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 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 C&ER program.

DAVID B. CARTER Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.)   Age: 65   Director Since: 2024   Term Expires: 2024   Committee: •  Innovation

Professional background Mr. Carter is the retired Senior Vice President of Engineering, Pratt & Whitney Company, Inc., an aerospace manufacturer that is a subsidiary of Raytheon Technologies Corporation, a position he occupied for four years until his retirement in 2019. Mr. Carter was previously the Senior Vice President, Engineering, Operations and Quality at UTC Aerospace Systems from 2015 to 2016 and served as its Vice President, Engineering and Technology from 2012 to 2015.   Key qualifications As former Senior Vice President, Engineering at Pratt & Whitney, Mr. Carter brings to the Board his experience in all aspects of technology development, product design and certification, and an understanding of the defense markets that Ducommun serves.

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Continuing Directors

RICHARD A. BALDRIDGE Vice Chairman, Viasat, Inc. (Ret.)   Age: 65   Director Since: 2013   Term Expires: 2026   Committees: •  Audit and Innovation

Professional background Mr. Baldridge served as Vice Chairman of Viasat, Inc., a global communications company, from July 2022 until his retirement in June 2023. 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 until his retirement in June 2023. 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 From his almost 25 years of experience in executive leadership roles at 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)

ROBERT C. DUCOMMUN Business Advisor   Age: 72   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 corporate and environmental responsibility (“C&ER”) initiatives.

STEPHEN G. OSWALD Chairman, President and Chief Executive Officer   Age: 60   Director Since: 2017   Term Expires: 2026   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.

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DEAN M. FLATT LEAD DIRECTOR President, Defense & Space, Honeywell International, Inc. (Ret.)   Age: 73   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)

SAMARA A. STRYCKER Senior Vice President, Corporate Controller and Treasurer, Navistar International Corporation   Age: 52   Director Since: 2021   Term Expires: 2026   Committee: •  Audit (Chair)

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.

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, Carter, 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, and Corporate and Environmental Responsibility (“C&ER”) program and is highly engaged with management in identifying and overseeing such matters.

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

We have an enterprise-wide approach to addressing cybersecurity risk, including input and participation from management and support from our IT Steering Committee that is composed of our Senior Vice President Electronic and Structural Systems, Chief Financial Officer, General Counsel, Chief Human Resources Officer, Vice President Supply Chain Management, and Chief Information Security Officer (Head of IT and Cybersecurity). Our cybersecurity risk management program leverages the National Institute of Standards and Technology Framework which is augmented with Cybersecurity Maturity Model Certification components to meet our particular needs. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on protection, detection, and mitigation. Our IT security team, which is composed of internal resources, reviews enterprise risk management-level cybersecurity risks at least annually.

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.

In prior years, 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. As a result, Spencer Stuart’s searches identified Ms. Drazba, Ms. Kramer and Ms. Strycker from competitive pools of candidates.

More recently, the Corporate Governance and Nominating Committee determined that the Board would benefit from additional expertise in the areas of engineering, product development and additional functional expertise. Accordingly, the committee once again retained Spencer Stuart to conduct a search for the best qualified candidates in these fields and as a result of its process, identified Mr. Carter from a competitive pool of candidates.

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 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: Audit, Compensation, Corporate Governance and Nominating, and Innovation. 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

Seven meetings in 2023 (100% attendance)

	SAMARA A. STRYCKER Chair   Members   Richard A. Baldridge Robert C. Ducommun Jay L. Haberland		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 Ms. Strycker and each of Messrs. Baldridge, Ducommun, and Haberland are “financially literate,” under the NYSE listing standards and that Ms. Strycker and Mr. Haberland are each 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, including the Company’s public reporting regarding cybersecurity matters; and • Evaluates the effectiveness of our internal audit function.

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Compensation Committee

Four meetings in 2023 (100% attendance)

	DEAN M. FLATT Chair   Members   Shirley G. Drazba Jay L. Haberland Sheila G. Kramer		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 2023 (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 C&ER 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 2023 (100% attendance)

	SHIRLEY G. DRAZBA Chair Members Richard A. Baldridge Stephen G. Oswald David B. Carter		The Innovation Committee performs the following functions:   • Offers advice and insights to management and the Board in developing a technology roadmap to support our long-term business objectives; • Advises the Board and receives reports from 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 information technology, including cybersecurity, data privacy, and such other technology-related matters as the Committee deems appropriate (other than the Company’s public reporting obligations with respect to cybersecurity for which the Audit Committee is responsible); • Monitors the overall direction, effectiveness, competitiveness and timing of our research and development programs; and • Reviews and discusses with the Board and management the identification of key contributors to innovation at Ducommun and empowering implementation of the Board and Committee’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 proficiency in the areas of engineering, product development and functional expertise. Our newest director, Mr. Carter has enhanced the Board with these and other areas of expertise since his appointment. We are also thrilled that currently, over 40% of our Board is composed of women and a member of an underrepresented background, which is expected to be 50% immediately following the election of directors at the Annual Meeting.

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 2023, we continued to engage with our shareholders, including our top 25 most active institutional investors. We also met with several new investors as we continued to make efforts to broaden our shareholder base through a follow-on stock offering in May 2023. After completion of the follow-on offering we also actively engaged with our key existing investors to address any related questions or concerns. 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:

2023 Shareholder Engagement Key Statistics

Management attended more than 100 meetings with existing and potential new investors and more than 15 with research analysts in 2023.

2023 Shareholder Engagement Overview

Key Topics of Engagement in 2023

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 2023. All directors attended 100% of all Board and applicable committee meetings during 2023. We strongly encourage all directors to attend the Annual Meeting of Shareholders, and accordingly, all eight of our directors at the time attended the 2023 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 2023:

2023 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 President and CEO, Chief Financial Officer, 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. The Board revised our Corporate Governance Guidelines as recently as 2022 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

In 2023, non-employee directors were paid a mix of cash and equity for their service on our Board, as shown below.

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Based on various factors, including the Company’s strong operational performance, the fact that director compensation has remained unchanged since 2018 and after consultation with an independent compensation consultant, effective January 1, 2024, non-employee directors will be paid a mix of cash and equity more in line with competitive market levels for their service on our Board as depicted in the following table.

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.

2023 Director Compensation Table

The following table presents the compensation earned by, or paid to, the non-employee directors for the year ended December 31, 2023 for their services to Ducommun.

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Director 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 plus committee meeting fees paid, equating to between $415,000 and $425,000. 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, 2023.

Corporate and Environmental Responsibility

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 environmental 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 corporate environmental and responsibility initiatives and practices below. Our complete Corporate and Environmental Responsibility Report is available via the “Environment & Sustainability” link on our Investor Relations webpage.

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Board-Level Oversight of Corporate and Environmental and Responsibility Program

Our corporate and environmental and responsibility (“C&ER”) 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 C&ER 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 a C&ER 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. More recently, we also incorporated the Task Force on Climate related Disclosure (“TCFD”) and Global Reporting Initiative (“GRI”) frameworks into our C&ER program. Additionally, in 2021, we formally established a C&ER steering committee composed of senior executives to monitor and manage the initiatives approved by the Corporate Governance and Nominating Committee to further strengthen our C&ER 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 evidenced by a Lost Time Incident Rate of zero over the past year. Additionally, in 2023, we moved into

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post-COVID practices while still maintaining many of the best practices adopted during the past couple of years. Other health and wellness initiatives offered to employees throughout the year included an annual health fair, flu shot clinics, and onsite grief counseling support services.

In 2023, we also enhanced our employee assistance plan services and benefits. Our employees have access to a variety of resources such as counseling support, training and development on managing remote work, stress management and emotional intelligence, and improved self-help resources including tools, videos, financial calculators and informative articles to assist with life decisions and events such as adoption, relationship troubles, legal issues, financial well-being, and health issues.

The Board of Directors is kept apprised with regular updates as to the successful implementation of our safety protocols 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 2023, 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.

Over the four-year period between January 1, 2019, and December 31, 2023, Ducommun’s lost time incident rate⁽⁶⁾ dropped to zero and its total recordable incident rate⁽⁷⁾ decreased by approximately 75%.

Lost Time Incident Rate (2019 – 2023)		Total Recordable Incident Rate (2019 – 2023)

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:

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Below is a summary of our performance over the five-year time period between 2019 and 2023 relating to our greenhouse gas emissions and total energy use. Overall, there was a 34% decrease in combined Scope 1 and 2 greenhouse gas emissions on an absolute basis, and an approximately 16% reduction in total energy usage in 2023 compared to 2019 levels.

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

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 C&ER program, 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 before they materialize 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 unique to its location that could compromise the entire facility, building, or its operations. The potential impacts from, and appropriate mitigation measures in response to, each type of natural disaster are identified to help 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 for each performance center and their leadership teams in the event of a climate-related crisis.

Business Continuity and Response Plan (BCP): Each of our performance centers regularly update their respective BCPs to better plan for and mitigate climate-related risks. Facilities annually review their BCPs and include necessary updates to align with current and future climate-related threats. For example, our performance centers in Appleton, WI, Huntsville, AR, as well as Nobles in St. Croix Falls, WI revised their BCPs in 2023 to better respond to natural disasters such as tornadoes.

Annual Training and Exercise: All employees at each of our performance centers are required to undergo mandatory annual training on BCP processes. In addition, tabletop exercises and drills are scheduled annually to assess the effectiveness of our BCPs.

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:

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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 2023, we continued to grow the program, with a 27% increase in participation since it was launched. In addition, our 401(k) program has an 89% 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 meet minimum academic performance levels and has a parent or grandparent that is employed by Ducommun. In 2023, Ducommun awarded a total of 36 new scholarships and renewed an additional 47 scholarships, for a total of 83, an increase from the 70 scholarships awarded in 2022, and 48 awarded in 2021. The total value of scholarship awards in 2023 was $237,000, up almost 20% from the $199,000 awarded in 2022. 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 (2019-2023)		Total Value of Scholarships (2019-2023)

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Diversity and Inclusion

As of the end of 2023, 25% of our leaders at the position of Vice President and above were women and 63% were from underrepresented backgrounds, both of which were improvements over 2022 levels. At the corporate director level, 20% of our leaders were women and 16% were from underrepresented backgrounds. Importantly, Ducommun is very proud that women and a member from an underrepresented background currently comprise over 40% of its Board and will collectively comprise 50% of our Board immediately following the election of directors at the Annual Meeting.

Ducommun, like other manufacturing companies, faced a highly competitive labor market in 2023. 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 2023, 43% of our new hires self-identified as being from underrepresented backgrounds, 36% as female, 4% as having disabilities and 4% 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 2023, we upgraded our LMS e-learning resources by broadening the availability and utilization of formal, electronic development plans with a continued focus on improving ways to utilize these new tools and resources. 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 2023, we continued to improve 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 ongoing initiative, we aim to align core competencies 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.

In 2023, Ducommun completed a company-wide employee engagement survey to collect valuable feedback from our employees. We are pleased to report a survey participation level of 97% and an increase of two (2) points in the Company’s overall engagement score over our prior survey. We believe employee engagement has a direct impact on improving teamwork and involvement, increasing retention, helping our employees and customers remain happy, improving innovation and problem-solving and ultimately, improving results.

As a result of the survey, it was evident that our employees are most passionate about organizational “purpose” – finding work interesting and meaningful; “excellence” – continuously improving the way work is accomplished; and “decision making” – timely and effective decision making by direct managers. Engagement is an ongoing initiative with a focus on driving continued individual recognition of employees and teams and improving the work environment to provide employees with the tools and resources to do their jobs well, and creating a safe and secure work environment where a culture of core values and leadership can exist. 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.

Newsweek Magazine’s Most Responsible Companies for 2024

Ducommun was proud to be named to Newsweek magazine’s list of most responsible companies for 2024 in recognition of our commitment to corporate social responsibility and long-term sustainability. Newsweek’s annual list of America’s Most Responsible Companies was produced in collaboration with data firm Statista, a global data and business intelligence platform with an extensive collection of statistics, reports, and insights on over 80,000 topics from 22,500 sources in 170 industries. The America’s Most Responsible Companies 2024 ranking focuses on a holistic view of corporate responsibility and is based in part on 30 key performance indicators researched for the top 2,000 public companies by revenue headquartered in the United States.

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Community Investment

Ducommun is committed to being an active member of the communities in which it operates 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 2023, Ducommun was proud to once again 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. In addition, Ducommun participated in the OC United Way’s Annual School Supply Drive to help deliver supplies, backpacks and kits to schools in Orange County and donated $10,000 to the annual Women’s Philanthropy Fund Breakfast. Finally, in October 2023, Ducommun’s corporate employees and their families also partnered with the OC United Way to build 350 STEAM Activity Kits and donated $5,000 to Paularino Elementary School in Costa Mesa, California.

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 2023, The Ducommun Foundation donated $70,000 to support organizations that benefit veterans, active service members and military families, relief from the fires that affected Maui, Hawaii, 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, which is now in its sixth year.   The 2023 contest was held on December 10, 2023 with the winning teams honored before the Los Angeles Chargers game on January 7, 2024, at SoFi Stadium in Inglewood, California. A total of nineteen teams from 11 different high schools participated in the 2023 contest. To date, a total of more than 700 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.

Certain Relationships and Related Transactions

Since the beginning of fiscal 2023, 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.

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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: 60 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 11.
	SUMAN B. MOOKERJI Senior Vice President, Chief Financial Officer Age: 45 Executive since: 2023		Mr. Mookerji has served as Senior Vice President, Chief Financial Officer since May 2023 and is also the Company’s treasurer. He served as Vice President, Corporate Development and Investor Relations between November 2021 and May 2023 and prior to that, served as Vice President, Strategy, Acquisitions and Integration since joining Ducommun in April 2017. Prior to joining Ducommun, Mr. Mookerji’s professional background included corporate strategy, M&A and post-acquisition integration leadership experience at United Technologies Corporation (now Raytheon Technologies Corporation – RTX), both at the corporate and business unit levels, and at Capital Safety, a former Kohlberg, Kravis and Roberts (KKR) portfolio company. Mr. Mookerji began his career in public accounting in 1999 working for Arthur Andersen and then Ernst & Young.
	LAUREEN S. GONZALEZ Vice President, Chief Human Resources Officer Age: 44 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, Electronics and Structural Systems Age: 64 Executive since: 2013		Mr. Redondo was appointed Senior Vice President, Electronics and Structural Systems in November 2023 and previously served as Senior Vice President of Operations and Head of Ducommun Structures from June 2017 to November 2023. 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: 51 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 Former Vice President, Chief Financial Officer, Controller and Treasurer Age: 56 Executive from: 2013 to May 2023		Mr. Wampler served as Vice President, Chief Financial Officer, Controller and Treasurer between January 2021 and May 2023, at which time he assumed a non-executive role with the Company. Mr. Wampler will be involuntarily separated from the Company in Q1 of 2024, at which time he will receive payments and benefits as required by the terms of his Key Executive Severance Agreement. Between June 2019 and January 2021, 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 more than 5% of our common stock by 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 26, 2024 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 26, 2024 in connection with the vesting of restricted stock units or settlement of performance stock units within 60 days of February 26, 2024. 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 14,641,154 shares of common stock outstanding as of February 26, 2024, 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 26, 2024. 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 (“CD&A”) 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 2023, 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:

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commercial aerospace recovery but was still among the lowest of our proxy talent peer group companies when viewed as a percentage of revenue based on those firms’ most recent Form 10-K filings. Moreover, at Ducommun’s corporate headquarters, the number of vice presidents at the Company decreased by nearly 60% since 2016, demonstrating management’s continued strong cost management and effective spending controls.

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 2023. Moreover, the Compensation Committee believes that our continued growth, with year-over- year increases in market capitalization, revenue, gross profit margins and a nearly $1 billion backlog 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 Plan and mitigate the dilutive effects of our long-term equity compensation practices on shareholders, the Compensation Committee once again 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 2023:

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 collectively 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 2024 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 2023 Annual Meeting, shareholders expressed overwhelming support for the compensation of our named executive officers, with approximately 99% of the votes cast (excluding abstentions) approving the “say-on-pay” resolution.

Following the vote to be conducted at our 2024 Annual Meeting of Shareholders, we anticipate that the next advisory vote to approve named executive officer compensation will occur at our 2025 Annual Meeting of Shareholders.

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

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2023 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 2023.

STEPHEN G. OSWALD, Chairman, President and Chief Executive Officer		SUMAN B. MOOKERJI, Senior Vice President, Chief Financial Officer		LAUREEN S. GONZALEZ, Vice President and Chief Human Resources Officer		JERRY L. REDONDO, Senior Vice President, Electronics and Structural Systems		RAJIV A. TATA, Vice President, General Counsel and Corporate Secretary		CHRISTOPHER D. WAMPLER, Former V.P., Chief Financial Officer, Controller and Treasurer

2023 Operations and Performance Highlights: Substantial Increase in Market Capitalization and All-Time High Revenues Fueled by the Continued Resurgence of Our Commercial Aerospace Business

The year ended December 31, 2023 saw Ducommun attain a 26% year-over-year increase in its market capitalization, all-time high revenue levels and nearly a $1 billion backlog– a clear sign that happy customers speak with orders. We also successfully completed a much-needed follow on offering, nearly doubling the trading volume of our stock, and competed for and completed the acquisition of BLR Aerospace, LLC, our largest since 2017, all of which we believe positions Ducommun very well moving forward.

In addition, our cost actions and lean organizational structure continued to provide significant value, with SG&A expense among the lowest of our proxy talent peer group companies when viewed as a percentage of revenue, and the ongoing 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, gross profit, operating income, adjusted EBITDA and backlog are summarized in the graphs below:

Revenue (in $000s)

Revenues in 2023 were at an all-time high of $757.0 million, a year-over-year increase of 6.2%. The increase was driven mainly by higher revenue in our commercial aerospace end-use markets due to higher build rates and contributions from BLR Aerospace, LLC, which was acquired in April 2023.

2020 - 2023 Gross Profit (in $000s)

Gross profit increased approximately 13% on a year-over-year basis due to higher revenues and favorable manufacturing volumes.

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2020 - 2023 Gross Profit Margin (as a % of Revenues)

Gross profit margin was 21.6% of revenues in 2023, a 130 bps increase from the prior year. The increase is due primarily to favorable manufacturing volumes and the success of pricing initiatives implemented during the year.

Adjusted EBITDA (in $000s)(1)

Adjusted EBITDA increased from $94.7 million in 2022 to $101.5 million in 2023. The increase was attributable to management’s focus on profitable growth, including the success of pricing initiatives implemented during the year, and strong cost management.

Adjusted EBITDA Margin (%)(1)

Adjusted EBITDA Margin was 13.4% in 2023, an increase of 10 bps from 2022 and which again was attributable to management’s focus on profitable growth, including the success of pricing initiatives implemented during the year, and strong cost management.

Adjusted Operating Income 2020 - 2023(1)

Adjusted operating income increased by 5.4% year-over-year due mainly to the revenue growth and favorable impact of increased manufacturing volume in the commercial aerospace end-use market.

Operating Income ($000s)

Operating income was $28.9 million in 2023, down from $39.8 million in the prior year. The decrease is mainly due to higher SG&A expenses, primarily due to BLR and higher restructure expenses related to the repositioning of production at three of our performance centers pursuant to our 2022 restructure plan to enhance the cost structure of our operations.

Operating Income Margins (%)

Operating income margins were 3.8% in 2023. The year-over-year decrease is mainly due to higher SG&A expenses, primarily due to BLR and higher restructure expenses.

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Adjusted diluted earnings per share (“EPS”) was $2.57 in 2023, down from $3.24 in the prior year. The decrease was due mainly to higher interest and SG&A expenses, primarily at BLR, and a higher number of common shares outstanding resulting from our successful follow-on offering, which brought a new cadre of investors and a doubling of trading volume on a year-over-year basis.

Backlog, defined as customer placed purchase orders and long-term agreements with firm fixed price and expected delivery dates of 24 months or less, reached almost $1B at the end of 2023 due mainly to the increase in military and space end-use markets to a record $527 million.

Relative Total Shareholder Return vs. Proxy Talent Peer Group⁽³⁾

Our relative total shareholder return consistently outperformed those of our proxy talent peer group in each year in which such group was used as a benchmark for our compensation practices due to management’s demonstrated track-record of strong operational leadership and effective cost management.

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Shareholder Value

On our year-over-year basis, our market capitalization increased by more than 25% resulting in our shareholders realizing over $150 million in value. The chart below depicts our market capitalization between the years 2020 and 2023.

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 Proxy Talent Peer Group” section of this Compensation and Disclosure Analysis, for the five-year period from 2019 through 2023, with the year ended December 31, 2018, 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.

Total Shareholder Return vs. Proxy Talent 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, 2018

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Our relative total shareholder return TSR compared to the Russell 2000 Index over the 3-year period between 2021 and 2023 was in the 50^th percentile, ranking 859^th out of 1,720 companies.*

Pay for Performance Philosophy

Our philosophy in compensating our named executive officers is oriented towards a pay-for-performance approach. In 2023, 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), 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 once again, our financial performance was the most significant factor affecting compensation of the named executive officers in 2023.

Since 2016, the number of vice presidents at the Company has decreased by nearly 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 remains among the lowest of its proxy talent 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 Talent Peers’ SG&A Expense as a % of Revenue

In 2023, the total actual compensation of our CEO and other named executive officers as reported in the Summary Compensation Table increased in a manner reflective of our more than 25% year-over-year increase in market capitalization as well as our all-time high level of revenue, and consistent with our pay-for-performance compensation philosophy. While our CEO’s total compensation increased by just over twenty percent (20%) in 2023 compared to 2022, eighty-six percent (86%) of total target compensation was performance based and reflected our year-over-year growth in market capitalization, revenue and gross profit, along with SG&A expense consistently among the lowest among our proxy talent peer group as discussed above. The chart below depicts the alignment between our CEO’s total actual compensation and revenue between 2020 and 2023.

CEO Compensation to Revenue

On average, total actual compensation for our other named executive officers increased by approximately 4% over 2022, with 60% being performance based.

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Other NEOs Total Actual Compensation 2021-2023 ($000s)

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 all incentive- based compensation			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 2023 Annual Meeting, shareholders expressed overwhelming support for the compensation of our named executive officers, with 99.1% of the votes cast (excluding abstentions) in favor of the “say-on-pay” advisory vote. Accordingly, the Compensation Committee considered the results of the 2023 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 proxy talent 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 a very 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 2023 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 if so, 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 Proxy Talent Peer Group

The table below identifies the proxy talent peer group companies in the aerospace and defense, and industrial machinery sectors of the Global Industry Classification Standard that were referenced by WTW and the Compensation Committee as market comparators in setting target direct compensation for our named executive officers in 2023 based on 2022 revenues:

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2023 Proxy Talent Peer Group

Additionally, the Compensation Committee has the compensation consultant prepare a formal executive compensation assessment every year. For the 2023 fiscal year, WTW assessed our executive compensation compared to the proxy disclosures for a specific proxy talent 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 proxy talent 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.

Moreover, 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 CFO and SVP Electronics and Structural Systems, the Compensation Committee reviews and relies upon both proxy talent 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 proxy talent peer group companies is considered insufficient.

In reviewing proxy talent 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.

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2023 Named Executive Officer Compensation

Base Salaries

In establishing the salaries for the named executive officers in 2023, 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 proxy talent peer group and the 50^th to 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 2023 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 2022 performance and our continued post-pandemic return to growth during that year. Mr. Wampler’s base salary remained unchanged from the prior year as he transitioned from his role as VP, CFO, Controller and Treasurer to a non-executive position in May 2023.

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 2023 annual operating plan approved by the Board contemplated that attainment of the maximum level of net revenue and operating income metrics would be the highest in years for Ducommun, thereby aligning management’s interests with those of shareholders.

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, ranging from 100% of target base salary for our CEO and between 45% and 60% of target base salary for our other NEOs, 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 upon shareholders should they be attained.

Achievement of Performance Goals in 2023

In determining actual payouts under the 2023 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 2023 annual incentive plan.

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The table below depicts the threshold, target, and maximum goals for each metric under the 2023 annual incentive plan and our actual performance.

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:

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 2023. Moreover, the Compensation Committee believes that our continued growth, with year-over- year increases in market capitalization, revenue, gross profit margins and a nearly $1 billion backlog positions Ducommun and its shareholders favorably for further success going forward.

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For 2023, target annual incentive award targets and annual cash incentive determination for each of the named executive officers is reflected in the table below.