Ducommun Inc. Files Definitive Proxy Statement

Ticker: DCO · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 30305

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Ducommun Inc., Executive Compensation, Corporate Governance

TL;DR

<b>Ducommun Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

DUCOMMUN INC /DE/ (DCO) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. Ducommun Inc. filed a Definitive Proxy Statement (DEF 14A) on March 13, 2024. The filing covers the fiscal year ending December 31, 2023. The company's SIC code is 3728 for Aircraft Part & Auxiliary Equipment, NEC. Ducommun Inc. is incorporated in Delaware. The filing includes data related to equity awards granted and vested over the years 2021-2023.

Why It Matters

For investors and stakeholders tracking DUCOMMUN INC /DE/, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director elections, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of equity awards and their fair values over multiple fiscal years offers insight into the company's long-term incentive strategies and their perceived value by management.

Risk Assessment

Risk Level: low — DUCOMMUN INC /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational performance indicators.

Analyst Insight

Review the executive compensation details and director nominations to understand potential shifts in corporate strategy or governance.

Key Numbers

Key Players & Entities

FAQ

When did DUCOMMUN INC /DE/ file this DEF 14A?

DUCOMMUN INC /DE/ filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DUCOMMUN INC /DE/ (DCO).

Where can I read the original DEF 14A filing from DUCOMMUN INC /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DUCOMMUN INC /DE/.

What are the key takeaways from DUCOMMUN INC /DE/'s DEF 14A?

DUCOMMUN INC /DE/ filed this DEF 14A on March 13, 2024. Key takeaways: Ducommun Inc. filed a Definitive Proxy Statement (DEF 14A) on March 13, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's SIC code is 3728 for Aircraft Part & Auxiliary Equipment, NEC..

Is DUCOMMUN INC /DE/ a risky investment based on this filing?

Based on this DEF 14A, DUCOMMUN INC /DE/ presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational performance indicators.

What should investors do after reading DUCOMMUN INC /DE/'s DEF 14A?

Review the executive compensation details and director nominations to understand potential shifts in corporate strategy or governance. The overall sentiment from this filing is neutral.

How does DUCOMMUN INC /DE/ compare to its industry peers?

Ducommun Inc. operates in the aerospace and defense industry, specifically in the manufacturing of aircraft parts and auxiliary equipment.

Are there regulatory concerns for DUCOMMUN INC /DE/?

As a publicly traded company, Ducommun Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

Ducommun Inc. operates in the aerospace and defense industry, specifically in the manufacturing of aircraft parts and auxiliary equipment.

Regulatory Implications

As a publicly traded company, Ducommun Inc. is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Analyze executive compensation packages and any proposed changes.
  2. Review director nominations and voting recommendations.
  3. Examine any shareholder proposals and management's response.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. No prior filing data for comparison is provided in this extract.

Filing Stats: 4,454 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-03-13 16:32:16

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 5 Environmental and Safety Highlights 6 Important Note Regarding Forward-Looking Statements and Website References 7 Proposal 1: Election of Directors 8 Corporate Governance 9 Directors' Skills and Diversity 9 Directors' Backgrounds and Qualifications 11 Director Independence 13 Board Leadership Structure 14 The Board's Role in Risk Oversight 15 Nominating Process 16 Committees of the Board of Directors 17 Annual Board and Committee Evaluations 19 Director Orientation and Continuing Education 19 Shareholder Engagement 20 Meetings and Executive Sessions 21 Key Governance Documents 21 Compensation of Directors 22 Corporate and Environmental Responsibility 24 How to Contact the Board of Directors 31 Certain Relationships and Related Transactions 31 Named Executive Officers 32

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners and Management 33 Proposal 2: Resolution to Approve Executive Compensation on an Advisory Basis 35 2023 Compensation Discussion and Analysis 37 Executive Summary 38 How Compensation Decisions are Made 46 2023 Named Executive Officer Compensation 48 Compensation Committee Report 56 2023 Summary Compensation Table 57 2023 Grants of Plan-Based Awards Table 59 2023 Outstanding Equity Awards at Fiscal Year-End Table 60 2023 Option Exercises and Stock Vested Table 62 2023 Pension Benefits Table 62 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans 63 Potential Payments Upon Termination or Change in Control 64 Pay Ratio Disclosure 66 Pay Versus Performance Table 66 Proposal 3: Approval of the Company's 2024 Stock Incentive Plan 70 Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm 77 Independent Registered Public Accounting Firm 77 Principal Accountant Fees and Services 77 Recommendation to Appoint PwC as Independent Registered Public Accounting Firm 78 Audit Committee Report 79 Questions and Answers about the Proxy Materials and the Annual Meeting 80 Annual Report to Shareholders 84 Appendix A 85 Reconciliation of GAAP and Non-GAAP Financial Measures 85 Reconciliation of GAAP to Non-GAAP – Adjusted EBITDA 85 Reconciliation of GAAP to Non-GAAP – Adjusted Operating Income 88 Reconciliation of GAAP to Non-GAAP – Backlog 88 Reconciliation of GAAP to Non-GAAP – Adjusted Diluted Earnings Per Share 89 Appendix B 90 Ducommun Incorporated 2024 Stock Incentive Plan 90 Back to Contents 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

Executive Compensation 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 * "Long-Term Incentives" includes the grant date closing price value of both equity and performance-based long-term incentive cash awards in 2023. Please also note that we do not offer any type of pension plan for our CEO or NEOs. | 2024 Proxy Statement 5 Back to Contents 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: (4) Lost time incidents are defined as incidents that resulted in days away from work. This measure is similar to the days away, restricted or transferred metric utilized by the Occupational Safety and Health Administration. The annual lost time incident rate is calculated by dividing the total number of lost time injuries in a year by the total number of hours worked in a year. (5) The total recordable incident rate is calculated by multiplying the annual number of OSHA Recordable Cases by 200,000, and dividing the product by the total hours worked by all employees during the year. The number 200,000 is used in the calculation to represent the number of hours worked in a year by 100 employees working 40 hours per week over 50 weeks, which provides the basis for calculating the incident rate for the entire year. | 2024 Proxy Statement 6 Back to Contents Important Note

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