DEF 14A of Ducommun Inc /De/, Mar 14, 2025

DEF 14A of Ducommun Inc /De/

Filed Mar 14, 2025 · FY20240001308179-25-000140

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  1. Information About the Board of Directors

    Information About the Board of Directors

  2. Information About the Board of Directors

    | Director | Age | Gender | Principal Occupation | Director Since | Term Expires | Independent? | Committees | | Nominees For Election | | | | | | | | | Daniel G. Korte* | 64 | M | Global Vice President of Aerospace, PPG Industries Inc. (Ret.) | 2024 | 2025 | Yes | G&N | | Daniel L. Boehle* | 53 | M | Executive Vice President and Chief Financial Officer, TTM Technologies, Inc. | 2024 | 2027 | Yes | Audit | | Continuing Directors | | | | | | | | | Richard A. Baldridge | 66 | M | Vice Chairman, Viasat, Inc. (Ret.) | 2013 | 2026 | Yes | Audit, Innovation | | David B. Carter | 67 | M | Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.) | 2024 | 2027 | Yes | Innovation | | Shirley G. Drazba Lead Independent Director | 67 | F | Corporate Vice President, Product Line Strategy and Innovation, IDEX Corporation (Ret.) | 2018 | 2027 | Yes | Comp (chair), G&N | | Stephen G. Oswald | 61 | M | Chairman, President and Chief Executive Officer, Ducommun Incorporated | 2017 | 2026 | No | Innovation (chair) | | Sheila G. Kramer | 65 | F | Chief Human Resources Officer, Donaldson Company, Inc. (Ret.) | 2021 | 2027 | Yes | Comp, G&N (chair) | | Samara A. Strycker | 53 | F | Executive Vice President and Chief Financial Officer, International Motors, LLC (f/k/a) Navistar International Corporation | 2021 | 2026 | Yes | Audit (chair), Comp | | Retiring Directors | | | | | | | | | Robert C. Ducommun | 73 | M | Business Advisor | 1985 | 2025 | Yes | Audit, G&N | | Dean M. Flatt | 74 | M | President, Defense & Space, Honeywell International (Ret.) | 2009 | 2025 | Yes | Comp, G&N |

  3. Information About the Board of Directors

    | * Messrs. Korte and Boehle were elected as Class 2025 and 2027 Directors, respectively, by the Board effective November 5, 2024. On March 13, 2025, Mr. Boehle tendered his resignation as a Class 2027 Director, which resignation will become effective as of immediately prior to the election of directors at the Annual Meeting. See “Proposal 1 – Election of Directors” for additional information regarding the proposed change to Mr. Boehle’s Director class. |

  4. Information About the Board of Directors

    Ducommun is very proud that members of our Board of Directors (the “Board”) possess a variety of professional and personal backgrounds, expertise, and leadership capabilities and experiences that contribute to the quality of the Board’s oversight and which we believe are essential components of effective governance. The tenure of our directors, both pre- and post-annual meeting, is summarized in the graphs below.

  5. Information About the Board of Directors

    | Directors’ Tenure (Pre-Annual Meeting) | Directors’ Tenure (Post-Annual Meeting, Assuming Election of Director Nominees) | | | |

  6. Information About the Board of Directors

    | | | 2025 Proxy Statement 5 |

  7. Proposal 1 Election of Directors

    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 Amended and Restated Bylaws (the “Bylaws”), the Board is authorized to fix by resolution from time to time the size of the Board, provided that the Board consists of not less than six nor more than ten directors. The Board has by resolution fixed the size of the Board at ten 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. Two 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 2028 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, Messrs. Robert C. Ducommun and Dean M. Flatt will be retiring from the Board upon the election of directors at the Annual Meeting. The Board is most grateful to and thanks Mr. Ducommun for his 40 years of service and to Mr. Flatt for his 16 years of service. In light of Messrs. Ducommun and Flatt’s retirements, our Board class requirements under our Certificate of Incorporation, and the vacancies that will emerge in our Class of 2028 Directors, among other factors, on March 13, 2025, our Board, upon the recommendation of our Corporate Governance and Nominating Committee, determined that it was advisable to nominate Mr. Daniel Boehle to stand for election as a Class of 2028 Director at the Annual Meeting, subject to Mr. Boehle agreeing to tender his resignation as a Class 2027 Director effective as of immediately prior to the election of directors at the Annual Meeting, which resignation Mr. Boehle tendered on March 13, 2025. If elected at the Annual Meeting, Messrs. Korte and Boehle will serve for a three-year term ending at the Annual Meeting of Shareholders in 2028 and until their respective successors have been duly elected and qualified, subject to their earlier death, resignation, or removal. Having Messrs. Korte and Boehle stand for election at the Annual Meeting provides our shareholders with the opportunity to vote upon our newest Board members. In the absence of a contrary direction, proxies will be voted for the election of Mr. Korte and Mr. Boehle. 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 Mr. Korte or Mr. Boehle will be unwilling or unable to serve for the stated term if elected as directors. In the event that anyone other than Ducommun’s two nominees is nominated for election as a director, the individuals named on the proxy card (the “Proxy Holders”) are not required to vote for all of the nominees and in their discretion may cumulate votes.

  8. Proposal 1 Election of Directors

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MR. BOEHLE AND MR. KORTE AS CLASS OF 2028 DIRECTORS. |

  9. Proposal 1 Election of Directors

    | | | 2025 Proxy Statement 9 |

  10. Corporate Governance

    Corporate Governance

  11. Directors’ Skills and Diversity

    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 experience and expertise, sound judgment, a record of accomplishment in areas relevant to our business activities, unquestionable integrity, a commitment to representing the interests of the Company’s shareholders in fulfillment of our goals and objectives, the willingness to devote sufficient time, energy 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, to determine which of those attributes will be valuable in the future given our current state and strategic direction under our VISION 2027 game plan for investors, and to evaluate the effectiveness of the overall Board dynamic. 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 contributes 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, but rather that the quality of our deliberations and decisions, and of our overall governance, is enhanced by the perspectives represented by directors with cognitive diversity and a wide range of 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, Messrs. Carter, Korte and Boehle, each from competitive pools of candidates, and recommended to the Board that they each be appointed as directors. These appointments are part of Ducommun’s robust director refreshment program designed to help ensure that the Company’s Board has the best mix of skills, cognitive diversity and a variety of experiences necessary to support Ducommun’s leadership team in driving our VISION 2027 Strategy and enhance shareholder value. The Corporate Governance and Nominating Committee supports the Board’s commitment to engaging a diverse field of director candidates. 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.

  12. Directors’ Skills and Diversity

    | | | 2025 Proxy Statement 10 |

  13. Directors’ Skills and Diversity

    In evaluating director candidates and considering incumbents 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.

  14. Directors’ Skills and Diversity

    | Senior Leadership | | Global/International | | Financial | | | 10 out of 10 Experience leading organizations, developing business strategies and talent is vital to the long-term success of our business | | 9 out of 10 Experience necessary for expanding the footprint of the organization | | 4 out of 10 Expertise with complex financial transactions and optimizing deal structure | | | Aerospace & Defense | | Manufacturing | | Technology | | | Industry Experience | | 9 out of 10 | | 6 out of 10 | | | 9 out of 10 Experience that provides insight on, and the ability to successfully navigate issues unique to the A&D industry | | Experience required to successfully oversee the operations of a complex A&D business | | Experience critical for identifying technological advances that may affect our business | | | Strategy, Business | | Product Marketing/ | | Cybersecurity/ | | | Development and M&A | | Innovation | | Information Security | | | 8 out of 10 Experience in these areas is critical for supporting management’s execution of our VISION 2027 Strategy | | 5 out of 10 Experience with new product development and associated processes and growing market share | | 5 out of 10 Experience with and the ability to successfully oversee the implementation of measures to prevent data breaches | | | Human Capital | | Sustainability | | Public Company Board | | | 6 out of 10 Expertise in compensation design and managing human capital to support the execution of our VISION 2027 Strategy | | 4 out of 10 Experience is vital to minimize the impact of our operations, promote corporate responsibility and ensure the sustainability of the organization | | 3 out of 10 Experience is necessary for understanding the extensive and complex oversight responsibilities that are required to protect the interests of our shareholders | |

  15. Directors’ Skills and Diversity

    | | | 2025 Proxy Statement 11 |

  16. Directors’ Backgrounds and Qualifications

    Directors’ Backgrounds and Qualifications The following information is furnished as of March 14, 2025, with respect to each person who is a nominee for election to the Board, as well as our other six directors whose terms of office will continue after the Annual Meeting.

  17. Nominees For Election

    Nominees For Election

  18. Nominees For Election

    | | DANIEL B. KORTE Global Vice President, PPG Industries, Inc. (Ret.) Age: 64 Director Since: 2024 Term Expires: 2025* Committee: • Corporate Governance & Nominating | Professional background Mr. Korte is the retired Global Vice President of Aerospace at PPG Industries, Inc. (“PPG”), a leading provider of innovative solutions for the aerospace industry, a position he occupied for five years until his retirement in 2023. Mr. Korte previously served as Chief Executive Officer of LMI Aerospace, Inc. between 2014 and 2017 and as President, Defense, Rolls-Royce North America, Inc. (“RRNA”) between 2009 and 2012. Prior to his tenure at RRNA, Mr. Korte served in various leadership positions at The Boeing Company between 1985 and 2009. Key qualifications As former Global Vice President of Aerospace at PPG, Mr. Korte brings to the Board demonstrated expertise in identifying and capitalizing on global market opportunities that drive revenue and profitable growth and an understanding of the commercial and defense aerospace markets that Ducommun serves. Other public company directorships Woodward, Inc. (since 2017) | | | DANIEL L. BOEHLE Executive Vice President and Chief Financial Officer, TTM Technologies, Inc. Age: 53 Director Since: 2024 Term Expires: 2027* Committee: • Audit | Professional background Mr. Boehle currently serves as the Executive Vice President and Chief Financial Officer at TTM Technologies, Inc., a position he has held since September 2023. Mr. Boehle previously served as Vice President and Chief Financial Officer at Aerojet Rocketdyne, Inc. (“Aerojet”) from 2020 to 2023, where he drove profitable growth and was actively involved in financial aspects of the strategic analysis that resulted in Aerojet’s $4.7B sale to L3 Harris. Key qualifications As Executive Vice President and Chief Financial Officer of TTM Technologies, Mr. Boehle brings to the Board over 25 years of experience working with defense manufacturing companies and financial expertise. |

  19. Nominees For Election

    | * Messrs. Korte and Boehle were elected as a Class 2025 and 2027 Directors, respectively, by the Board effective November 5, 2024. On March 13, 2025, Mr. Boehle tendered his resignation as a Class 2027 Director, which resignation will become effective as of immediately prior to the election of directors at the Annual Meeting. See “Proposal 1 – Election of Directors” for additional information regarding the proposed change to Mr. Boehle’s Director class. |

  20. Nominees For Election

    | | | 2025 Proxy Statement 12 |

  21. Continuing Directors

    Continuing Directors

  22. Continuing Directors

    | | RICHARD A. BALDRIDGE Vice Chairman, Viasat, Inc. (Ret.) Age: 66 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 to 2002, as Executive Vice President and Chief Operating Officer from 2002 to 2003, as President and Chief Operating Officer from 2003 to 2020, 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 from that role in June 2023. Mr. Baldridge continues to serve on the board of directors of Viasat. Before joining Viasat, Mr. Baldridge was Vice President and General Manager of Raytheon Corporation’s Training Systems Division, and he held executive roles with Hughes Information Systems and Hughes Training Inc. before they were acquired by Raytheon in 1997. Mr. Baldridge is also a director of EvoNexus, a non-profit business incubator. Key qualifications 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, Inc. (since 2016) | | | DAVID B. CARTER Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.) Age: 67 Director Since: 2024 Term Expires: 2027 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 experience in all aspects of technology development, product design and certification and an understanding of the defense markets that Ducommun serves. | | | SHIRLEY G. DRAZBA LEAD INDEPENDENT DIRECTOR Corporate Vice President, Product Line Strategy & Innovation, IDEX Corporation (Ret.) Age: 67 Director Since: 2008 Term Expires: 2027 Committees: • Compensation (Chair) and Corporate Governance & Nominating | 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. |

  23. Continuing Directors

    | | | 2025 Proxy Statement 13 |

  24. Continuing Directors

    | | STEPHEN G. OSWALD Chairman, President and Chief Executive Officer Age: 61 Director Since: 2017 Term Expires: 2026 Committee: • Innovation (Chair) | 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. | | | SHEILA G. KRAMER Chief Human Resources Officer, Donaldson Company, Inc. (Ret.) Age: 65 Director Since: 2021 Term Expires: 2027 Committees: • Corporate Governance & Nominating (Chair) and Compensation | Professional background Ms. Kramer served as the Chief Human Resources Officer of Donaldson Company, Inc., a $4 billion company and provider of filtration solutions for mobile, industrial and life sciences markets since January 2020 until her retirement in November 2024. 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 former 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 CER program. | | | SAMARA A. STRYCKER Executive Vice President and Chief Financial Officer, International Motors, LLC Age: 53 Director Since: 2021 Term Expires: 2026 Committees: • Audit (Chair) and Compensation | Professional background Ms. Strycker has been the Executive Vice President and Chief Financial Officer of International Motors, LLC f/k/a Navistar International Corporation (“Navistar”), a $11 billion company and leading provider for commercial trucks and engines since February 2025. Prior to that, she served as Senior Vice President, Corporate Controller and Treasurer at Navistar between January 2022 and December 2024, and as the Senior Vice President and Corporate Controller 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 Executive Vice President and Chief Financial Officer of International Motors, LLC, Ms. Strycker contributes to the Board extensive senior leadership experience and financial expertise. |

  25. Continuing Directors

    | | | 2025 Proxy Statement 14 |

  26. Retiring Directors

    Retiring Directors

  27. Retiring Directors

    | | DEAN M. FLATT President, Defense & Space, Honeywell International, Inc. (Ret.) Age: 74 Director Since: 2009 Term Expires: 2025 Committees: • Corporate Governance & Nominating and Compensation | 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 at 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 an understanding of technologies relevant to the Company’s business. Other public company directorships Curtiss-Wright Company (since 2012) | | | ROBERT C. DUCOMMUN Business Advisor Age: 73 Director Since: 1985 Term Expires: 2025 Committees: • Audit and Corporate Governance & Nominating | 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 CER initiatives. |

  28. Compensation of Directors

    Compensation of Directors In 2024, directors who are not employees of Ducommun or its subsidiaries were paid a mix of cash and equity for their service on our Board, as depicted in the following table.

  29. Compensation of Directors

    | Type of compensation | Amount $ | | How paid | | Cash Annual retainer | 80,000 | | Cash, paid in equal increments on a quarterly basis. | | Equity-Based Annual retainer | 135,000 | | Restricted stock units for a number of shares (rounded to the nearest 100 shares) equal to the stated dollar amount divided by the average closing price of our common stock on the NYSE on the five trading days immediately preceding the date of grant, which typically occurs on or shortly after the date of our annual meeting. Restricted stock units vest on the one-year anniversary of the date of grant. | | Additional retainer for Lead Director | 30,000 | | Cash, paid in equal increments on a quarterly basis. | | Additional retainer for committee chairs: | | | Cash, paid in equal increments on a quarterly basis. | | Audit | 17,500 | | | | Compensation | 12,500 | | | | Corporate Governance and Nominating | 7,500 | | | | Innovation | 7,500 | | | | Fees for committee meetings | 2,500 | per meeting | Cash, paid in equal increments on a quarterly basis. |

  30. Compensation of Directors

    | | | 2025 Proxy Statement 27 |

  31. Compensation of Directors

    Mr. Ducommun has been serving on our Board since 1985 and is the only director who participates in the Directors’ Deferred Income and Retirement Plan. Under this plan, which has been closed to new participants since 1997, Mr. Ducommun may elect to defer payment of all or part of his fees for service as a director until he retires from service on the Board. Deferred directors’ fees may be notionally invested, at the election of Mr. Ducommun, 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 Mr. Ducommun 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.

  32. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents the compensation earned by, or paid to, the non-employee directors for the year ended December 31, 2024 for their services to Ducommun.

  33. 2024 Director Compensation Table

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | Total ($) | | Richard A. Baldridge | 102,500 | 135,000 | – | 237,500 | | Daniel L. Boehle | 15,833 | 50,000 | – | 65,833 | | David B. Carter | 80,208 | 185,350 | – | 265,558 | | Shirley G. Drazba | 105,000 | 135,000 | – | 240,000 | | Robert C. Ducommun | 110,000 | 135,000 | $1,777(6) | 246,777 | | Dean M. Flatt | 140,000 | 135,000 | – | 275,000 | | Jay L. Haberland(7) | 52,500 | – | – | 52,500 | | Sheila G. Kramer | 97,500 | 135,000 | – | 232,500 | | Daniel G. Korte | 14,583 | 50,000 | – | 64,583 | | Samara A. Strycker | 112,500 | 135,000 | – | 247,500 | | Director Stock Ownership Policy | | | 5x Annual Baseline Cash Retainer | |

  34. 2024 Director Compensation Table

    | (1) Messrs. Boehle, Carter and Korte were appointed to the Board during fiscal year 2024. Thus, their annual cash retainers were prorated for the portion of the quarter or year that they actively served on the Board. | | (2) On May 14, 2024, 2,400 restricted stock units were granted to each of Mmes. Drazba, Kramer and Strycker, and Messrs. Baldridge, Carter, Ducommun and Flatt. Additionally, a one-time award of 1,000 restricted stock units was granted to Mr. Carter in conjunction with his appointment to the Board in February 2024, and one-time awards of 811 restricted stock units were granted to each of Messrs. Korte and Boehle in conjunction with their appointments to the Board in November 2024. Other than as set forth in this footnote (2), our non-employee directors did not hold any other outstanding equity awards as of December 31, 2024. | | (3) These amounts represent the aggregate grant date fair value of stock awards granted in 2024 as calculated pursuant to Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, disregarding the estimate of forfeitures. The methodology and assumptions used in the valuation of stock awards are contained in Footnote 12 to our consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. | | (4) The non-employee directors, excluding Messrs. Boehle and Korte, received awards of restricted stock units for a number of shares (rounded to the nearest 100 shares) equal to the stated dollar amount divided by the average closing price of our common stock on the NYSE on the five trading days immediately preceding the date of grant, which was $56.62. The restricted stock unit awards issued to Messrs. Carter, Korte and Boehle upon their appointments to the Board were equal to the stated dollar amount divided by the closing price of our common stock on the NYSE on the date of grant, which was $49.41 and $61.68, respectively. All of the restricted stock unit awards granted to our non-employee directors vest on the one-year anniversary of the respective date of grant. | | (5) A description of the Director Deferred Income and Retirement Plan can be found above. Amounts represent the year-over-year change in present value of the director’s account based on actuarial tables. Mr. Ducommun is the only current member of the Board participating in the Director Deferred Income and Retirement Plan, as it was suspended in 1997. | | (6) The value of Mr. Ducommun’s Pension and Nonqualified Deferred Compensation earnings increased by $1,777 in 2024. | | (7) Mr. Haberland retired from the Board as of April 24, 2024 and as such, was not awarded any restricted stock units in 2024. |

  35. 2024 Director Compensation Table

    | | | 2025 Proxy Statement 28 |

  36. 2025 Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | Executive Summary | 45 | | 2024 Operations and Performance Highlights | 45 | | Market Capitalization | 45 | | Total Shareholder Return vs. Proxy Talent Peers and Russell 2000 | 50 | | Pay for Performance Philosophy | 51 | | Compensation Program Overview | 52 | | Compensation Best Practices | 54 | | Last Year’s Say on Pay Vote | 54 | | How Compensation Decisions are Made | 55 | | 2024 Named Executive Officer Compensation | 57 | | Base Salaries | 57 | | Annual Cash Incentives | 57 | | Long-Term Incentives | 60 | | CEO Revenue Performance Stock Unit Grant (FY2024-FY2026 Performance Period) | 61 | | Performance Stock Units (FY2024-FY2026 Performance Period) | 62 | | Relative Total Shareholder Return v. Russell 2000 Index | 63 | | Restricted Stock Unit Grants (FY2024-FY2026 Vesting Period) | 63 | | Settlement of Awards from Prior Grant Cycles | 63 | | Severance and Change in Control Agreements and Practices | 64 | | Amended and Restated Clawback Policy | 65 | | Securities Trading Policy and Prohibition on Pledging and Hedging | 65 | | Other Compensation | 65 | | Director and Officer Stock Ownership Policy | 65 | | Compensation Risk Assessment | 66 | | Tax Deductibility and Gross-Ups | 66 | | Compensation Committee Report | 67 | | 2024 Summary Compensation Table | 67 | | 2024 Grants of Plan-Based Awards Table | 69 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | 71 | | 2024 Option Exercises and Stock Vested Table | 73 | | 2024 Pension Benefits Table | 73 | | 2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 74 | | Potential Payments Upon Termination or Change in Control | 75 | | Pay Ratio Disclosure | 77 | | Pay Versus Performance Table | 77 |

  37. Relative Total Shareholder Return vs. Proxy Talent Peer Group(2)

    Relative Total Shareholder Return vs. Proxy Talent Peer Group(2) 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.

  38. Relative Total Shareholder Return vs. Proxy Talent Peer Group(2)

    | (1) Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, Adjusted Diluted Earnings Per Share and Backlog are non-GAAP financial measures. For a discussion of these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement. | | (2) Please see the “Benchmarking and Proxy Talent Peer Group” section of the Compensation Discussion and Analysis section for a list of the proxy talent peer group used to determine 2024 compensation. The proxy talent peer group used to determine 2024 compensation for our PEO and other NEOs included: AAR Corp., AeroVironment, Inc., Astronics Corporation, Barnes Group Inc., CIRCOR International, Inc., Heico Corporation, Hexcel Corporation, Kaman Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc., RBC Bearings Incorporated and Triumph Group, Inc. |

  39. Relative Total Shareholder Return vs. Proxy Talent Peer Group(2)

    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 2020 through 2024, with the year ended December 31, 2019, 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.

  40. Total Shareholder Return vs. Proxy Talent Peers and Russell 2000

    | * Data for each year depicted in the graph above is as of December 31 of each year. | | ** For information about our proxy talent peer group, see “Compensation Discussion and Analysis – Benchmarking and Proxy Talent Peer Group.” |

  41. Total Shareholder Return vs. Proxy Talent Peers and Russell 2000

    | * “Final Payout Determination for Performance Shares Granted in 2022,” Willis Towers Watson LLC, January 14, 2025. |

  42. Compensation Program Overview

    | At Risk | Type of compensation | Compensation element | Purpose | How paid | For more information | | | Fixed | Base Salary | Compensate named executive officers for their multiple roles and levels of responsibility, as well as individual performance. | Cash; paid bi-weekly. | Page 57 | | At Risk | Performance-based and variable | Annual Cash Incentive | Designed to reward the achievement of annual financial goals based on our actual financial performance compared to targets for adjusted operating income, revenue, and adjusted cash flow from operations; actual financial performance compared to a minimum adjusted net income goal; and individual performance. | Cash; typically paid in the first quarter of the year following the year for which the incentive is earned. | Page 57 | | | | Performance Stock Units (“PSUs”) and Performance-Based Long-Term Incentive Cash Awards based on EPS/ rTSR (“Cash LTIPs – EPS/rTSR”) | Designed to reward the achievement of long-term growth in our adjusted diluted earnings per share and relative total shareholder return over a three-year performance period. | Cliff vest at the end of the three-year performance period to the extent earned; paid in cash (to our CEO) and shares of common stock (to our CEO and other NEOs) in the first quarter of the year after the conclusion of the performance period. | Page 60 | | | | Revenue Performance Stock Units (“RPSUs” f/k/a PRSUs) and Long-Term Incentive Cash Awards based on Revenue for our CEO (“Cash LTIPs – Revenue”) | Designed to reward our CEO for the achievement revenue growth targets in the last year of a three-year performance period. | Cliff vest at the end of the three-year performance period to the extent earned; paid in shares and cash to our CEO in the first quarter of the year after the conclusion of the performance period. | Page 60 | | | Time-Based | Restricted Stock Units (“RSUs”) | Designed to reward the achievement of long-term growth in our stock price and to provide a long-term retention incentive. | Shares vest ratably in annual increments over three years. | Page 60 | | | Perquisites and Retirement Benefits (Other Compensation) | Automobile allowance; non-qualified deferred compensation plan; medical, dental, life and other insurance benefits, and 401(k) matching contributions provided on a non-discriminatory basis | Designed to provide limited perquisite and retirement benefits necessary for the attraction and retention of key executives. | Benefits paid bi-weekly; non-qualified deferred compensation plan and 401(k) matching annually, and in the case of the non-qualified deferred compensation plan, an annual discretionary contribution. | Page 65 |

  43. Compensation Best 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 to retain our named executive officers | | 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 | | |

  44. Compensation Objectives

    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, performance-based long-term equity and cash incentives and time-based restricted stock units) 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 to our NEOs and performance-based long-term incentive cash awards to our CEO) 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.

  45. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Willis Towers Watson LLC (“WTW”) as an independent compensation consultant, which did not provide any services to us in 2024 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.

  46. Benchmarking and Proxy Talent Peer Group

    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 2024 based on 2023 revenues:

  47. Benchmarking and Proxy Talent Peer Group

    | | | 2025 Proxy Statement 55 |

  48. 2024 Proxy Talent Peer Group*

    2024 Proxy Talent Peer Group*

  49. 2024 Proxy Talent Peer Group*

    | Company Name | GICS Sector | 2023 Revenue ($ in millions)** | | AAR Corporation | 2010-1010 (Aerospace & Defense) | $2,319 | | AeroVironment, Inc. | 2010-1010 (Aerospace & Defense) | $717 | | Astronics Corporation | 2010-1010 (Aerospace & Defense) | $689 | | Barnes Group, Inc. | 2010-6020 (Industrial Machinery) | $1,451 | | Heico Corporation | 2010-1010 (Aerospace & Defense) | $3,858 | | Hexcel Corporation | 2010-1010 (Aerospace & Defense) | $1,789 | | Kaman Corporation | 2010-1010 (Aerospace & Defense) | $776*** | | Kratos Defense & Security Solutions, Inc. | 2010-1010 (Aerospace & Defense) | $1,037 | | Mercury Systems, Inc. | 2010-1010 (Aerospace & Defense) | $835 | | RBC Bearings, Inc. | 2010-6020 (Industrial Machinery) | $1,560 | | Triumph Group, Inc. | 2010-1010 (Aerospace & Defense) | $1,192 |

  50. 2024 Proxy Talent Peer Group*

    | 75th Percentile (in $ millions) | Median (in $ millions) | 25th Percentile (in $ millions) | | $1,618 | $1,115 | $784 | | Ducommun 2023 Revenue (in $ millions) | | | | | $757 | |

  51. 2024 Proxy Talent Peer Group*

    | * Data for CIRCOR International, Inc. is omitted from the table above because it ceased registering its securities with the SEC as of October 30, 2023 based on a Form 8-K filed on that date. | | ** Based on 2024 proxy talent peer group’s most recent Form 10-K filings with the SEC. | | *** Kaman Corporation ceased registering its securities with the SEC as of April 29, 2024 based on a Form 15-12G filed on that date. |

  52. 2024 Proxy Talent Peer Group*

    Additionally, the Compensation Committee has the compensation consultant prepare a formal executive compensation assessment every year. For the 2024 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 50th to 75th percentile of proxy talent peer group data and the 50th to 75th percentile of published survey compensation in assessing and establishing compensation for our named executive officers. Moreover, the WTW compensation assessment compared our executive compensation levels 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 named 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.

  53. 2024 Proxy Talent Peer Group*

    | | | 2025 Proxy Statement 56 |

  54. Annual Cash Incentives

    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, as long as Ducommun exceeds an adjusted net income threshold of $10M. The performance metrics and their weightings are depicted in the diagrams 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 2024 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 to between 50% and 65% 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.

  55. Achievement of Performance Goals in 2024

    Achievement of Performance Goals in 2024 In determining actual payouts under the 2024 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 2024 annual incentive plan.

  56. Achievement of Performance Goals in 2024

    | | | 2025 Proxy Statement 57 |

  57. Achievement of Performance Goals in 2024

    The table below depicts the threshold, target, and maximum goals for each metric under the 2024 annual incentive plan and our actual performance.

  58. Achievement of Performance Goals in 2024

    | ($ thousands) | Threshold | Target | Maximum | Actual(1) | FY 2024 Award Funding by Metric | Annual Incentive Plan Metric \ Weighting | Total Earned (as % of Target) | | Operating Income(2) | 60.7 | 66.0 | 71.3 | 74.3(2) | 300% | 70% | 210% | | Net Revenues | 777.1 | 793.0 | 808.8 | 786.6 | 70% | 10% | 7% | | Cash Flow (as adjusted) | 33.3 | 37.0 | 40.7 | 43.5 | 300% | 20% | 60% | | Actual Funding | | | | | | | 277% |

  59. Achievement of Performance Goals in 2024

    | (1) Includes adjustments consistent with historical practices. | | (2) Operating Income (as adjusted) includes adjustments relating to the impact of restructure expenses, amortization of BLR inventory step up and acquisition intangibles, and professional fees relating to the unsolicited non-binding acquisition offer in 2024. |

  60. Achievement of Performance Goals in 2024

    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:

  61. Achievement of Performance Goals in 2024

    | • | In 2024 we delivered extraordinary earnings growth and margin expansion, demonstrating that our VISION 2027 Strategy is paying off for investors; | | • | On a year-over-year basis, our market capitalization increased by 24%, resulting in shareholders realizing $180 million in value in 2024 and demonstrating the effectiveness of our pay-for-performance compensation philosophy in aligning our executives’ interests with those of shareholders; | | • | Our relative total shareholder return once again outperformed those of our proxy talent peer group due to management’s demonstrated track-record of strong operational leadership and effective cost management; | | • | Our stock price increased by 22% on a year-over-year basis, rising from $52.06 to $63.66 as measured on December 29, 2023 and December 31, 2024, respectively, providing substantial value to shareholders; | | • | For the second consecutive year, we established a new all-time revenue record of approximately $786.6M with healthy year-over-year top line growth of almost 4% and surpassing the prior record of $757M in 2023, as Ducommun continued to benefit from offloading with the right product portfolio, strong operating discipline and by leveraging our lean, highly focused performance center concept, with the percentage of net revenue per employee increasing by approximately 8% over the prior year, all while overcoming challenges relating to workforce availability, inflationary pressures and a longer than expected commercial aerospace recovery; | | • | Management oversaw a very significant 350 bps increase in gross profit margins, which is another great example of our operating process, Company culture, dedicated employees and strong leadership; | | • | In the second full year after announcing our VISION 2027 Strategy in December 2022, management made significant progress towards the financial goals and key tenets of our value creation plan for shareholders despite having to overcome challenges relating to workforce availability, inflationary pressures and significant headwinds in the commercial aerospace market, including: |

  62. Achievement of Performance Goals in 2024

    | • | Our engineered products and aftermarket offerings delivering across the board in operating income, revenue and cash flow, with their percentage of overall revenue increasing significantly on a year-over-year basis; | | • | Expanding content on key commercial aerospace platforms with excellent growth on the Airbus A220 and A320 programs and increasing content on the Boeing 787 program. Overall, revenues from commercial aerospace grew approxiamtely 8% on a year-over-year basis; | | • | Continued execution of our off-loading strategy with key defense primes, including being awarded two major awards totaling over $50M in revenue for the Raytheon SPY-6 family of radar systems. These two awards represent a $25M follow on order for a circuit card assembly already in production, along with another $25M order for a circuit card assembly that will be brand new production. Additionally, Northrop Grumman represented our third largest customer in 2024, comprising 6.4% of total revenues, up from 5.5% in the prior year; | | • | Management made significant progress in consolidating the Company’s facility footprint during the year with the closure of the Company’s Monrovia, California performance center, and reducing headcount at the Berryville, Arkansas performance center down to less than 10 to maintain production capability until all requisite approvals are obtained to shift production to our low-cost facility in Guaymas, Mexico. The continued implementation of this restructuring initiative is expected to generate $11-$13M in annualized savings once fully completed; and | | • | Almost doubling net income from $15.9M in 2023 to $31.5M in 2024, and Adjusted EBITDA from 13.5% of revenues in 2023 to approximately 15% in 2024, tracking well ahead of the 18% target in VISION 2027. |

  63. Achievement of Performance Goals in 2024

    | • | MagSeal LLC, a leading provider of high-impact, military-proven magnetic seals for critical systems in aerospace and defense applications, which we acquired in December 2021, and our Carson, California performance center collectively generated over $100M in revenue, demonstrating the success and effectiveness of our VISION 2027 Strategy; | | • | Management continued to proactively navigate supply chain issues and labor shortages to maintain an outstanding record of on-time deliveries and quality to customers, as evidenced by our backlog of over $1 billion; | | • | Several customers recognized Ducommun’s excellence for on-time delivery and quality during the year, including being named as Gulfstream Aerospace Corporation’s Supplier of |

  64. Achievement of Performance Goals in 2024

    | | | 2025 Proxy Statement 58 |

  65. Achievement of Performance Goals in 2024

    | | the Year; being awarded an Elite Supplier Award by Lockheed Martin Aeronautics; earning Northrop Grumman Mission Systems’ (“NGMS”) Platinum Supplier Designation; and being awarded the Partner2Win Gold Medallion award from BAE Systems for the second consecutive year in recognition of Ducommun’s exceptional performance and commitment to operational excellence, all of which are expected to generate significant value for shareholders; and | | • | SG&A expense increased on a year-over-year basis as we continued to invest in the business coming out of several lean years from the COVID-19 pandemic and the commercial aerospace recovery but was still among the lower half 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 ten since 2016, demonstrating management’s continued strong cost management and effective spending controls |

  66. Achievement of Performance Goals in 2024

    The Compensation Committee incorporated these considerations into the final annual cash incentive awards, which recognized the significant individual and team performance that drove our results in 2024. 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. For 2024, the target annual incentive award targets and annual cash incentive determination for each of the named executive officers are reflected in the table below.

  67. Achievement of Performance Goals in 2024

    | | Target Award ($) | Target as % of Base Salary | Payout % of Target | Total Payout ($)* | | Mr. Oswald | 989,926 | 100 | 277 | 2,742,000 | | Mr. Mookerji | 343,461 | 65 | 277 | 951,000 | | Ms. Gonzalez | 170,240 | 50 | 277 | 472,000 | | Mr. Redondo | 315,233 | 60 | 277 | 873,000 | | Mr. Tata | 200,000 | 50 | 277 | 554,000 |

  68. Achievement of Performance Goals in 2024

    | * We have a convention of rounding payout amounts up to the nearest thousand. |

  69. Achievement of Performance Goals in 2024

    The graphs below show the changes in our named executive officers’ annual incentive compensation between 2022 and 2024.

  70. Achievement of Performance Goals in 2024

    | CEO Annual Incentive Compensation 2022-2024 | NEO Annual Incentive Compensation 2022-2024 | | | |

  71. Achievement of Performance Goals in 2024

    | * Value for Mr. Mookerji in 2022 is not applicable due to his promotion to SVP, CFO in May 2023. |

  72. Achievement of Performance Goals in 2024

    | | | 2025 Proxy Statement 59 |

  73. Long-Term Incentives

    Long-Term Incentives In fiscal 2024, Ducommun adopted the 2024 Stock Incentive Plan, pursuant to which we granted long-term incentives to our CEO in the form of performance stock units (“PSUs”) and performance-based cash awards (“Cash LTIPs – EPS/rTSR”) based on earnings per share (“EPS”) with a relative total shareholder return (“rTSR”) modifier, revenue performance stock units to be paid in shares (“RPSUs”) and cash (“Cash LTIPs – Revenue”), and time-based restricted stock units (“RSUs”). Additionally, we granted long-term incentives to our other named executive officers in the form of PSUs based on EPS with a rTSR modifier and RSUs. The allocation between the equity and cash components of the long-term incentive awards to our CEO was determined after deliberations with the Compensation Committee involving the evaluation of multiple scenarios and considerations, including ensuring that our CEOs’ long-term interests remained aligned with those of shareholders and the desire to be judicious with our grant practices under our 2024 Stock Incentive Plan. To that end, the Compensation Committee determined to issue a portion of the long-term incentives to our CEO in the form of Cash LTIPs – EPS/rTSR and Cash LTIPs - Revenue, thereby decreasing any dilutive effect of our long-term equity compensation practices on shareholders. Accordingly, to ensure alignment between CEO’s and shareholders’ interests, the amount of cash that our CEO may earn pursuant to the Cash LTIPs – EPS/ rTSR and Cash LTIPs - Revenue awards will be based on performance against the same metrics used for the equity components of the PSU and RPSU awards, respectively. We do not grant stock options, stock appreciation rights (“SARs”) or similar option-like instruments to our named executive officers or other employees or service providers. If in the future we anticipate granting stock options, SARs, or similar option-like instruments, we will establish a policy regarding how the Board determines when to grant such awards and how the Board or Compensation Committee will take material nonpublic information into account when determining the timing and terms of such awards. The overall mix of long-term incentives granted to our NEOs in 2024, along with a breakdown of the applicable amount of PSUs, Cash LTIPs – EPS/rTSR, RPSUs and Cash LTIPs – Revenue, and RSUs payable in shares of common stock and cash, respectively, are depicted below:

  74. Long-Term Incentives

    | CEO LTI Mix at Target | Average of Other NEO LTI Mix at Target | | | |

  75. Long-Term Incentives

    Issuing PSUs to all of our NEOs and RPSUs, Cash LTIPs – EPS/rTSR and Cash LTIPs - Revenue awards to our CEO encourages our executives to focus on specific financial and other performance goals that the Compensation Committee believes will contribute to long-term shareholder value. Issuing RSUs to our NEOs provides a direct ownership interest in Ducommun and a long-term incentive for them to remain employed with us. Accordingly, PSU and Cash LTIPs – EPS/rTSR, RPSU and Cash LTIPs – Revenue, and RSU awards are the only forms of long-term compensation afforded to our CEO, and PSUs and RSUs are the only forms of long-term compensation afforded to our NEOs since Ducommun does not maintain a pension plan for our executives. In determining the aggregate value of long-term incentive grants in 2024, the Compensation Committee considered the results of the WTW compensation assessment as to the value of long-term incentives provided at the 50th to 75th percentiles of our proxy talent peer group data and the 50th percentile of the published survey compensation data. In keeping with those considerations, the long-term incentive awards to our CEO and other named executive officers reflected a mix of performance- and time-based long-term incentives that were generally consistent with the market and prevailing business conditions and were intended to incentivize our executive officers to achieve the performance metrics thereunder. The Compensation Committee also considered the existing equity holdings of our NEOs and the number of shares both outstanding and available under our long-term incentive plans when granting awards in 2024.

  76. Long-Term Incentives

    | | | 2025 Proxy Statement 60 |

  77. Long-Term Incentives

    The Compensation Committee made the following target long-term incentive awards to the named executive officers in 2024:

  78. Long-Term Incentives

    | | PSUs (Shares at Target) | Cash LTIP – EPS/rTSR ($ at Target) | RPSUs – Revenue (Shares at Target) | Cash LTIP – Revenue ($ at Target) | RSUs | Target Value of PSUs, Cash LTIPs – EPS/rTSR, RPSUs, Cash LTIPs – Revenue and RSU Grants Combined ($)(1) | | Mr. Oswald | 48,333 | 930,468 | 16,399 | 293,832 | 13,218 | 6,124,903 | | Mr. Mookerji | 13,918 | – | – | – | 7,494 | 1,317,632 | | Ms. Gonzalez | 3,607 | – | – | – | 1,942 | 341,470 | | Mr. Redondo | 10,085 | – | – | – | 5,431 | 954,805 | | Mr. Tata | 6,166 | – | – | – | 3,320 | 583,741 |

  79. Long-Term Incentives

    | (1) Based on grant date fair values, and assuming target performance with respect to RPSUs, PSUs and Cash LTIPs – EPS/rTSR and Cash LTIPs - Revenue. |

  80. Long-Term Incentives

    The target value of long-term incentives granted to our CEO in 2024 increased to reflect the almost 24%, or approximately $180 million year-over-year increase in our market capitalization, our record level of revenue and margin expansion, and reflects our philosophy of incentivizing performance in relation to the value realized by shareholders. The Compensation Committee believes the award of such long-term incentives is consistent with our pay-for-performance compensation philosophy and maintains the alignment between executives’ interests and those of our shareholders by ensuring that the majority of our CEO’s total target compensation is dependent on performance, thereby incentivizing continued increases in earnings, revenues and operating income, all to shareholders’ benefit. The target value of the long-term incentives granted to our CEO and named executive officers over the past three years is depicted in the graphs below:

  81. Long-Term Incentives

    | CEO Long-Term Incentive Compensation 2022-2024(1) | NEO Long-Term Incentive Compensation 2022-2024 | | | |

  82. Long-Term Incentives

    | (1) Cash LTIPs – Revenue do not fall within the scope of Financial Accounting Standards Board Accounting Standards Codification Topic 718 and are therefore omitted from the LTI values above. | | * Value for Mr. Mookerji in 2022 is not applicable due to his promotion to SVP, CFO in May 2023. |

  83. CEO Revenue Performance Stock Unit Grant (FY2024-FY2026 Performance Period)

    CEO Revenue Performance Stock Unit Grant (FY2024-FY2026 Performance Period) In 2024, our CEO was awarded RPSU and Cash LTIP - Revenue grants that may each vest based upon the achievement of revenue targets, as depicted below, in the last year of a three-year performance period (from January 1, 2024, to December 31, 2026). Utilizing a three-year performance period requires our CEO to implement measures three years in advance to attain the revenue levels specific to the achievement of the performance metrics under the RPSU and Cash LTIP - Revenue awards, which aligns his performance with shareholders’ interests. Based on our 2024 revenues of approximately $787M, shareholders would realize a significant increase in value for our CEO to achieve the maximum payout at the end of the performance period of these awards.

  84. CEO Revenue Performance Stock Unit Grant (FY2024-FY2026 Performance Period)

    | | | 2025 Proxy Statement 61 |

  85. Three-Year Revenue Goal

    | Performance Level | Performance (%) | Performance ($M) | Payout % | | Maximum | 104.2 | 850 | 200 | | Target | 100.0 | 815 | 100 | | Threshold | 96.9 | 790 | 50 | | <Threshold | <96.9 | <790 | – |

  86. Performance Stock Units (FY2024-FY2026 Performance Period)

    Performance Stock Units (FY2024-FY2026 Performance Period) The performance-based long-term incentive awards granted in 2024, including PSUs, Cash LTIPs – EPS/rTSR awarded to our CEO, may be earned based upon the achievement of annual adjusted diluted EPS targets during each year of a three-year performance period, subject to a rTSR modifier. The Compensation Committee chose adjusted diluted EPS as the performance metric to tie executive compensation directly to the annual and long-term growth in Ducommun’s earnings. As discussed further below, an rTSR modifier can also be applied to the number of vested PSUs and Cash LTIP – EPS/rTSR amounts awarded to our CEO, to further align executive compensation with shareholder value creation. The PSUs granted in 2024 will cliff vest at the end of the three-year performance period in an amount between 0% and 200% of the target units or target dollar amounts (as applicable), as shown below.

  87. Adjusted Diluted Earnings Per Share for Awards*

    | * The same metrics apply to the PSUs and Cash LTIPs – EPS/rTSR awarded to our CEO. | | ** Assuming performance remains at the same level for all three years of the performance period. |

  88. Relative Total Shareholder Return Modifier

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

  89. Restricted Stock Unit Grants (FY2024-FY2026 Vesting Period)

    Restricted Stock Unit Grants (FY2024-FY2026 Vesting Period) The Compensation Committee approved the following grants of time-based RSU awards to our CEO and NEOs in 2024:

  90. Restricted Stock Unit Grants (FY2024-FY2026 Vesting Period)

    | | Number of Shares Granted | Grant Date Value of Shares ($) | | Mr. Oswald | 13,218 | 749,989 | | Mr. Mookerji | 7,494 | 425,210 | | Ms. Gonzalez | 1,942 | 110,189 | | Mr. Redondo | 5,431 | 308,155 | | Mr. Tata | 3,320 | 188,377 |

  91. Restricted Stock Unit Grants (FY2024-FY2026 Vesting Period)

    RSU grants vest in increments of one-third over a period of three years and the grant date fair value of the awards in the table above was based on the closing price of $56.74 on May 14, 2024. The Compensation Committee believes that time-based RSU awards provide a direct ownership interest in Ducommun and serve the valuable purpose of helping to retain our NEOs and reward them for building their careers with the Company.

  92. CEO Performance Restricted Stock Unit Grant (f/k/a Restricted Performance Stock Units FY2022-FY2024 Performance Period)

    CEO Performance Restricted Stock Unit Grant (f/k/a Restricted Performance Stock Units FY2022-FY2024 Performance Period) In 2022, our CEO was awarded performance restricted stock units (“2022 PRSUs”) subject to vesting based upon the achievement of revenue targets in the last year of a three-year performance period (from January 1, 2022 to December 31, 2024) to incentivize the long-term growth of the business. The Compensation Committee determined the amount of revenue that was achieved relative to its strategic plan in the last year of the performance period and the percentage and number of the performance restricted stock units earned as a result thereof. The revenue target for the performance period was established based on our 2021 revenues of $645.4 million, and the Compensation Committee contemplated that revenues would need to increase by approximately 25% for our CEO to achieve the maximum payout at the end of the performance period in 2024, the attainment of which would result in significant shareholder value. The following table summarizes the original revenue targets as a percentage and dollar value at threshold, target and maximum performance levels and the resulting payout levels:

  93. CEO Revenue Goal Achievement (FY2022-FY2024 Performance Period)

    | Performance Level | Performance (%) | Performance ($M) | Actual ($M) | Payout % | | Maximum | 104.0 | 808.0 | | 200.0 | | Target | 100.0 | 777.0 | | 100.0 | | Threshold | 96.0 | 746.0 | | 50.0 | | <Threshold | <96.0 | <746.0 | | | | Actual | | | 786.6 | 131.0 |

  94. Performance Stock Units (FY2022-FY2024 Performance Period)

    Performance Stock Units (FY2022-FY2024 Performance Period) The three-year performance period for performance stock units awarded in 2022 ended on December 31, 2024. The threshold, target, and maximum performance levels for performance stock units awarded in 2022, and the actual performance in each of the years 2022 to 2024, were as follows:

  95. Adjusted Diluted EPS ($) and rTSR Modifier for Performance Stock Unit Determination

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

  96. Adjusted Diluted EPS ($) and rTSR Modifier for Performance Stock Unit Determination

    | | Threshold (10.0% payout each year) | Target (33.3% payout each year) | Maximum (66.6% payout each year) | Actual | % Earned | | 2022 | 2.92 | 3.10 | 3.36 | 3.30 | 58% | | 2023 | 2.92 | 3.28 | 3.76 | 3.23 | 30% | | 2024 | 2.92 | 3.48 | 4.21 | 4.02 | 59% | | | | | | Sub-Total | 147% | | TSR Modifier | | | 79th Percentile Performance | | x 1.15 | | | | | Total shares awarded (%) | | 169% |

  97. Adjusted Diluted EPS ($) and rTSR Modifier for Performance Stock Unit Determination

    Our relative total shareholder return compared to the Russell 2000 Index was at the 79th percentile, generating a payout multiple of 1.15 and therefore, the number of total shares earned was adjusted due to the impact of the modifier based on our adjusted diluted EPS of $4.02 a share, which was used solely for determining our performance under the 2022 PSU grant, and was a significant increase in shareholder value when compared to the beginning of the performance period.

  98. Timing of Long-Term Incentive Awards

    Timing of Long-Term Incentive Awards The Compensation Committee has implemented a process whereby all normal cycle long-term incentives are awarded in the spring of each year, and long-term equity incentive grants in 2024 were generally consistent with this practice. However, long-term incentive grants may be made at other times in the event of the hiring of a new executive officer or a special award to recognize individual performance. In addition, the timing of the award of normal cycle long-term equity incentives may be changed in the future as needed to meet changing circumstances.

  99. Severance and Change in Control Agreements and Practices

    Severance and Change in Control Agreements and Practices In 2024, we entered into new key executive severance agreements (collectively, the “Key Executive Severance Agreements”) with each of our named executive officers. These agreements (which are all substantially the same) provide for cash severance, double-trigger equity acceleration and certain continued benefits if there is a qualifying termination in connection with a change in control, and limited cash severance and continued benefits if there is a qualifying termination outside the context of a change in control. We entered into severance agreements with our NEOs in order to bring them current with, and reflective of, current market practices. Moreover, Key Executive Severance agreements are necessary for the recruitment and retention of qualified executives. We believe having severance arrangements in place allows our NEOs to focus on shareholder interests when considering strategic alternatives because they provide some financial security in the event of an involuntary termination of employment. We do not provide gross ups for taxes under these agreements. Please refer to the section entitled “Potential Payments Upon Termination or Change in Control” below for further discussion of the Key Executive Severance Agreements.

  100. Severance and Change in Control Agreements and Practices

    | | | 2025 Proxy Statement 64 |

  101. Compensation Risk Assessment

    | Compensation Feature | Compensation Practices | | Philosophy | An appropriate compensation philosophy based on our proxy talent peer group, pay for performance and other market compensation data. | | Balanced Approach | • An effective balance between cash and equity-based compensation. • An appropriate mix of short- and long-term performance measures, capped by maximum payouts under annual cash incentive, performance stock unit, RPSU and Cash LTIP programs. • Multi-year vesting periods for long-term stock and cash compensation awards. • An appropriate mix of time- and performance-based vesting schedules. • Financial measures as well as discretion to recognize individual performance capped by a maximum limit on long-term incentive awards. | | Alignment of Interests with Shareholders | Stock ownership guidelines for NEOs and non-employee directors. | | Perquisites and Retirement Benefits | Limited perquisites and retirement benefits. |

  102. Tax Deductibility and Gross-Ups

    Tax Deductibility and Gross-Ups Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, it believes that it is in the best interests of our shareholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. The double-trigger severance payments that our NEOs could receive in connection with a change in control (described in the section above entitled “Severance and Change in Control Agreements and Practices”) could subject an NEO to an excise tax on an “excess parachute payment” under Internal Revenue Code Section 4999. Ducommun does not provide any gross-up to its executives for any excise tax due under this section of the Internal Revenue Code.

  103. 2024 Summary Compensation Table

    2024 Summary Compensation Table The Summary Compensation Table and the other tables which follow disclose (in accordance with SEC rules) the compensation for the years ended December 31, 2024, 2023 and 2022 awarded to, earned by or paid to the Named Executive Officers. Columns have been omitted from the table when there has been no compensation awarded to, earned by or paid to any of the Named Executive Officers required to be reported in that column in any year covered by the table.

  104. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(5) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Named Executive Officers (NEO) | | | | | | | | | Stephen G. Oswald Chairman, President & Chief Executive Officer | 2024 | 989,926 | – | 5,831,071 | 2,742,095 | 160,473 | 9,723,566 | | | 2023 | 959,707 | – | 5,001,609 | 2,247,436 | 72,191 | 8,280,943 | | | 2022 | 924,128 | – | 3,914,313 | 1,783,567 | 93,759 | 6,715,767 | | Suman B. Mookerji Senior Vice President, Chief Financial Officer | 2024 | 528,401 | – | 1,317,632 | 951,387 | 129,657 | 2,927,077 | | | 2023 | 476,692 | – | 1,035,095 | 725,605 | 28,934 | 2,266,326 | | | 2022 | – | – | – | – | – | – | | Laureen S. Gonzalez Vice President, Chief Human Resources Officer | 2024 | 340,480 | – | 341,470 | 471,565 | 127,529 | 1,281,044 | | | 2023 | 289,477 | – | 279,453 | 271,158 | 27,113 | 867,201 | | | 2022 | 231,687 | – | 269,310 | 178,863 | 11,941 | 691,801 | | Jerry L. Redondo Senior Vice President, Operations | 2024 | 525,388 | – | 954,805 | 873,195 | 129,647 | 2,483,035 | | | 2023 | 493,156 | – | 669,690 | 635,178 | 28,981 | 1,827,005 | | | 2022 | 471,502 | – | 613,160 | 500,500 | 28,193 | 1,613,355 | | Rajiv A. Tata Vice President, General Counsel & Secretary | 2024 | 400,001 | – | 583,741 | 554,001 | 144,415 | 1,682,157 | | | 2023 | 339,600 | – | 551,209 | 357,873 | 37,518 | 1,286,200 | | | 2022 | 323,428 | – | 504,598 | 280,897 | 35,429 | 1,144,352 |

  105. 2024 Summary Compensation Table

    | (1) This column shows the grant date fair value of awards granted to Messrs. Oswald, Mookerji, Redondo, Tata and Ms. Gonzalez pursuant to the 2024 Stock Incentive Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, disregarding the estimate of forfeitures. The methodology and assumptions used in the valuation of PSUs payable in shares and cash, respectively, RPSUs payable in shares and cash, and RSUs are contained in Footnote 12 to Ducommun’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. | | (2) The awards included in the Stock Awards column for our CEO consisted of RPSUs payable in shares, RSUs, PSUs and Cash LTIPs – EPS/rTSR, and for our named executive officers, PSUs and RSUs in 2024. The grant date fair value of RSUs issued to each of our NEOs in May 2024 was $56.74. The grant date fair value of both RPSUs and PSUs payable in shares, and Cash LTIPs – EPS/rTSR payable in cash, each of which is subject to performance conditions, are shown in the table above based on the probable outcome of the performance conditions as of the grant date for the award at target. The following table shows the maximum values for the PSUs, payable in equity to Ms. Gonzalez and Messrs. Mookerji, Redondo and Tata, and payable in cash and equity to Mr. Oswald, and RPSUs, payable in cash and equity to Mr. Oswald, both as of the grant date year of the award: |

  106. 2024 Summary Compensation Table

    | | | 2025 Proxy Statement 67 |

  107. 2024 Summary Compensation Table

    | Name | Year of Award | Maximum Performance Stock Unit Grant Date Fair Value ($) | Maximum Revenue Performance Stock Unit Grant Date Fair Value ($) | | Stephen G. Oswald | 2024 | 10,376,508 | 1,860,959 | | Suman B. Mookerji | 2024 | 2,231,055 | – | | Laureen S. Gonzalez | 2024 | 578,202 | – | | Jerry L. Redondo | 2024 | 1,616,626 | – | | Rajiv A. Tata | 2024 | 988,410 | – |

  108. 2024 Summary Compensation Table

    | (3) Each of our Named Executive Officers were eligible to receive an annual cash incentive award in 2024, as described above in the section entitled “Annual Cash Incentives. “ Non-equity incentive plan compensation was earned for each year ended and was paid in the first quarter of the following year. | | (4) The following table discloses each item included in the “All Other Compensation” column for 2024: |

  109. 2024 Summary Compensation Table

    | Name | Automobile Allowance ($)(a) | Life Insurance Premiums ($) | Ducommun Contributions to 401(k) Plan ($) | Ducommun Contributions to NQDCP ($)(b) | Total ($) | | Stephen G. Oswald | 18,024 | 1,283 | 10,350 | 130,816 | 160,473 | | Suman B. Mookerji | 18,024 | 1,283 | 10,350 | 100,000 | 129,657 | | Laureen S. Gonzalez | 18,024 | 872 | 8,633 | 100,000 | 127,529 | | Jerry L. Redondo | 18,024 | 1,273 | 10,350 | 100,000 | 129,647 | | Rajiv A. Tata | 18,024 | 1,025 | 10,216 | 115,150 | 144,415 |

  110. 2024 Summary Compensation Table

    | (a) Equates to a payment of $1,502 per month for automobile-related travel expenses such as lease payments, fuel and insurance. | | (b) Includes amounts equal to the 10 Year U.S. Treasury Bill Rate plus three hundred basis points based on participants’ annual contributions to the Plan, which will vary from year-to-year, as well as a Company contribution to each participant in the amount of $100,000. |

  111. 2024 Summary Compensation Table

    | (5) Our CEO elected to defer one percent (1%) of his 2021 PRSU (n/k/a RPSU) grant, or 114 shares, into the Company’s NQDCP and which had a value of $7,257 as of December 31, 2024. Additionally, one percent (1%), or 668 shares from our CEO’s 2021 PSU grant were deferred to the NQDCP and which had a value of $42,525 as of December 31, 2024. Finally, all shares from the third tranche of our CEO’s 2021 RSU grant, or 6,120 shares, which vested on February 16, 2024, were placed in his NQDCP account and had a value of $300,676 as of the vesting date. |

  112. 2024 Summary Compensation Table

    | | | 2025 Proxy Statement 68 |

  113. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information on the annual cash incentive awards made to each of our NEOs (the “2024 Bonus Plan”), the award of PSUs, Cash LTIPs – EPS/rTSR, RPSUs, Cash LTIPs – Revenue, and RSUs made to our CEO, and the PSU and RSU awards made to our other NEOs during 2024:

  114. 2024 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold (#) | Target (#)(2) | Maximum (#) | Number of Shares of Stock or Units (#) | Stock and Option Awards ($)(3) | | Stephen G. Oswald | | | | | | | | | | | 2024 Bonus Plan | – | – | 989,926 | 2,969,778 | – | – | – | – | – | | PSUs - EPS/rTSR | 5/14/2024 | – | – | – | – | 48,333 | 120,833 | – | 3,099,112 | | Cash LTIP - EPS/rTSR | 5/14/2024 | – | – | – | – | 930,468 | 2,326,170 | – | 1,051,491 | | RPSUs - Revenue | 5/14/2024 | – | – | – | – | 16,399 | 32,798 | – | 930,479 | | Cash LTIP - Revenue | 5/14/2024 | – | 293,832 | 587,664 | – | – | – | – | – | | RSUs | 5/14/2024 | – | – | – | – | – | – | 13,218 | 749,989 | | Suman B. Mookerji | | | | | | | | | | | 2024 Bonus Plan | – | – | 343,461 | 1,030,383 | – | – | – | – | – | | PSUs – EPS/rTSR(4) | 5/14/2024 | – | – | – | – | 13,918 | 34,795 | – | 892,422 | | RSUs | 5/14/2024 | – | – | – | – | – | – | 7,494 | 425,210 | | Laureen S. Gonzalez | | | | | | | | | | | 2024 Bonus Plan | – | – | 170,240 | 510,720 | – | – | – | – | – | | PSUs - EPS/rTSR | 5/14/2024 | – | – | – | – | 3,607 | 9,108 | – | 231,281 | | RSUs | 5/14/2024 | – | – | – | – | – | – | 1,942 | 110,189 | | Jerry L. Redondo | | | | | | | | | | | 2024 Bonus Plan | – | – | 315,233 | 945,699 | – | – | – | – | – | | PSUs - EPS/rTSR | 5/14/2024 | – | – | – | – | 10,085 | 25,213 | – | 646,650 | | RSUs | 5/14/2024 | – | – | – | – | – | – | 5,431 | 308,155 | | Rajiv A. Tata | | | | | | | | | | | 2024 Bonus Plan | – | – | 200,000 | 600,001 | – | – | – | – | – | | PSUs - EPS/rTSR | 5/14/2024 | – | – | – | – | 6,166 | 15,415 | – | 395,364 | | RSUs | 5/14/2024 | – | – | – | – | – | – | 3,320 | 188,377 |

  115. 2024 Grants of Plan-Based Awards Table

    | (1) The target and maximum amounts of awards reflected in this column are based on: (i) the bonus-eligible salary of each of the named executive officers at December 31, 2024 for awards under the 2024 Bonus Plan, and (ii) the target value of Cash LTIPs – EPS/rTSR awards granted to Mr. Oswald under the Ducommun Incorporated 2024 Stock Incentive Plan. In the case of Mr. Oswald, Cash LTIPs – Revenue do not fall within the scope of Financial Accounting Standards Board Accounting Standards Codification Topic 718. | | (2) The fair value for performance-based Cash LTIPs – EPS/rTSR awards granted to Mr. Oswald are depicted in dollar amounts and fall within the scope of Financial Accounting Standards Board Accounting Standards Codification Topic 718. | | (3) The amounts in this column represent the grant date fair value of the PSUs – EPS/rTSR (based on the probable outcome of the performance conditions as of the date of grant of the awards) and RSUs, computed in accordance with FASB ASC 718, excluding the effects of estimated forfeitures. See Footnote 12 to Ducommun’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the assumptions used in determining the FASB ASC 718 grant date fair value of these awards. |

  116. 2024 Grants of Plan-Based Awards Table

    | | | 2025 Proxy Statement 69 |

  117. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

  118. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information on unexercised stock options (“SOs”) and unvested PSUs, RPSUs(1) and RSUs granted to the named executive officers that were outstanding on December 31, 2024:

  119. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Stephen G. Oswald | | | | | | | | | | | SOs | 5/14/2018 | 32,500 | – | 32.90 | 5/14/2028 | – | – | – | – | | SOs | 6/17/2019 | 35,000 | – | 42.25 | 6/17/2029 | – | – | – | – | | PRSUs | 5/08/2023 | – | – | – | – | – | – | 11,884 | 756,535 | | RPSUs(1) | 5/14/2024 | – | – | – | – | – | – | 16,399 | 1,043,960 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 55,581 | 4,290,157 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 54,119 | 4,177,306 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 64,283 | 6,153,758 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 21,810 | 2,087,895 | | RSUs | 5/08/2023 | – | – | – | – | 10,268 | 653,661 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 13,218 | 841,458 | – | – | | Suman B. Mookerji | | | | | | | | | | | SOs | 6/17/2019 | 4,700 | – | 42.45 | 6/17/2029 | – | – | – | – | | SOs | 10/10/2019 | 7,500 | – | 40.44 | 10/10/2029 | – | – | – | – | | PSUs | 5/08/2023 | – | – | – | – | – | – | 10,538 | 813,374 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 10,218 | 788,709 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 18,511 | 1,772,040 | | RSUs | 6/22/2022 | – | – | – | – | 1,558 | 99,213 | – | – | | RSUs | 8/30/2022 | – | – | – | – | 667 | 42,487 | – | – | | RSUs | 5/08/2023 | – | – | – | – | 4,657 | 296,443 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 7,494 | 477,068 | – | – | | Laureen S. Gonzalez | | | | | | | | | | | PSUs | 5/08/2023 | – | – | – | – | – | – | 2,845 | 219,584 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 2,758 | 212,920 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 4,797 | 459,243 | | RSUs | 4/22/2022 | – | – | – | – | 667 | 42,461 | – | – | | RSUs | 5/08/2023 | – | – | – | – | 1,258 | 80,084 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 1,942 | 123,628 | – | – |

  120. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | 2025 Proxy Statement 71 |

  121. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Jerry L. Redondo | | | | | | | | | | | PSUs | 5/08/2023 | – | – | – | – | – | – | 6,818 | 526,235 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 6,611 | 510,308 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 13,413 | 1,284,022 | | RSUs | 6/22/2022 | – | – | – | – | 1,660 | 105,697 | – | – | | RSUs | 5/08/2023 | – | – | – | – | 3,013 | 191,786 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 5,431 | 345,737 | – | – | | Rajiv A. Tata | | | | | | | | | | | SOs | 5/14/2018 | 1,833 | – | 32.90 | 5/14/2028 | – | – | – | – | | SOs | 6/17/2019 | 5,840 | – | 42.25 | 6/17/2029 | – | – | – | – | | SOs | 10/10/2019 | 2,500 | – | 40.44 | 10/10/2029 | – | – | – | – | | PSUs | 5/08/2023 | – | – | – | – | – | – | 5,611 | 433,116 | | PSUs | 5/08/2023 | – | – | – | – | – | – | 5,441 | 419,988 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 8,201 | 785,055 | | RSUs | 6/22/2022 | – | – | – | – | 1,367 | 87,002 | – | – | | RSUs | 5/08/2023 | – | – | – | – | 2,481 | 157,940 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 3,320 | 211,351 | – | – |

  122. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Please note that RPSU awards are synonymous with previously issued PRSU awards and were renamed under the 2024 Stock Incentive Plan. | | (2) The stock options became exercisable in increments on the anniversary date of the date of grant such that for stock options granted in 2019, one-third vested and became exercisable in each of 2020, 2021 and 2022 and for stock options granted in 2018, one-third vested and became exercisable in each of 2019, 2020 and 2021. | | (3) The unvested restricted stock units vest as follows: (i) with respect to grants in 2022, one-third vested in each of 2023 and 2024, and one-third will vest in 2025; (ii) with respect to grants in 2023, one-third vested in 2024, and one-third will vest in each of 2025 and 2026; and (iii) with respect to grants in 2024, the award will vest in equal installments of one-third in each of 2025, 2026 and 2027. | | (4) All performance stock units (including RPSUs f/k/a PRSUs) are shown based on our actual achievement of performance measures for periods through 2024 and at the maximum number of shares eligible to vest for performance periods that end after 2024. The performance stock units will vest if the performance conditions are met as follows: (i) grants in 2022 vested based on achievement of the performance metrics on December 31, 2024 and were settled in the first quarter of 2025, (ii) grants in 2023 will vest, if at all, based on achievement of the performance metrics on December 31, 2025 and will be settled in the first quarter of 2026, and (iii) grants in 2024 will vest, if at all, based on achievement of the performance metrics on December 31, 2026 and will be settled in the first quarter of 2027. | | (5) The amounts for RPSUs f/k/a PRSUs and PSUs are calculated by multiplying the number of unvested RPSUs, PRSUs and PSUs, respectively, by the closing price of our common stock on the NYSE on the last trading day of 2024 ($63.66). |

  123. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | 2025 Proxy Statement 72 |

  124. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table provides information on the exercise of stock options and vesting of stock for the Named Executive Officers during 2024:

  125. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Stephen G. Oswald | – | – | 84,894(1) | 5,372,635 | | Suman B. Mookerji | – | – | 9,516(2) | 565,004 | | Laureen S. Gonzalez | – | – | 6,263(2) | 380,869 | | Jerry L. Redondo | 4,700 | 198,575 | 8,428(2) | 499,417 | | Rajiv A. Tata | – | – | 6,998(2) | 414,070 |

  126. 2024 Option Exercises and Stock Vested Table

    | (1) The number of shares reflects: (a) RSUs that vested during the year, (b) PSUs from the 2022 grant, for which the performance period ended on December 31, 2024, and (c) PRSUs (n/k/a RPSUs) from the 2022 grant, for which the performance period ended on December 31, 2024. | | (2) The number of shares reflects: (a) RSUs that vested during the year, and (b) PSUs from the 2022 grant, for which the performance period ended on December 31, 2024. | | (3) The amounts reported in this column are equal to the number of shares of common stock earned multiplied by the closing price of our common stock on the applicable vesting date, or, if the date on which such shares vested was not a trading day, the last trading day immediately prior to such date. The value is calculated before payment of any applicable withholding or other income taxes. |

  127. 2024 Pension Benefits Table

    2024 Pension Benefits Table We do not provide any pension benefits to any of our named executive officers.

  128. 2024 Pension Benefits Table

    | | | 2025 Proxy Statement 73 |

  129. 2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We offer a nonqualified defined contribution and nonqualified deferred compensation plan (the “Plan”) to certain members of our management, including the named executive officers. Under the Plan, Participants may elect to defer up to 80% of their annual base salary and 100% of their annual incentive, RSU and PSU grants, and may allocate the balance credited to their accounts among various investment crediting options available under the Plan. The Plan administrator has discretion to determine which crediting options will be available under the Plan. Participant accounts are adjusted daily to reflect the performance of the applicable crediting options. Participants may elect to receive all or a portion of any Plan year’s deferral balance while they are still employed by Ducommun under various conditions as set forth in the Plan. Participants who separate from Ducommun will have their deferral balances paid within ninety (90) days after their employment ends, unless specific retirement guidelines are met. Participants who meet our retirement guidelines can elect to have their distributions made in either a lump sum or in two- to ten annual installments, depending on the payment method selected. Participants with deferred amounts less than $100,000 will be paid out in a lump sum upon the cessation of their employment with Ducommun. Scheduled in-service distributions are also paid in a lump sum. If a participant terminates prior to or while receiving a scheduled in-service distribution, or if a participant has elected to have the deferral balance paid after employment ends, the distribution will be paid (or installments will commence) in the month following separation from service. However, for certain specified employees, post-employment distributions generally cannot be paid until six months after separation of service, except in the event of death. Additionally, limited portions of a participant’s account may be distributed in accordance with the Plan in the event the participant suffers a sudden, unexpected and severe financial hardship. On an annual basis we may credit additional amounts under the Plan on behalf of eligible employees in an amount equal to: (i) the 10 Year U.S. Treasury Bill Rate plus three hundred basis points based on participants’ annual contributions to the Plan; and (ii) a maximum of $100,000 regardless of participants’ contributions to the Plan. The table below summarizes participants’ and the registrant’s contributions to the Plan for 2024:

  130. 2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Stephen G. Oswald | 339,153 | 130,816 | 183,324 | – | 3,478,126 | | Suman B. Mookerji | – | 100,000 | 69,626 | 166,876 | 433,160 | | Laureen S. Gonzalez | – | 100,000 | – | – | – | | Jerry L. Redondo | – | 100,000 | – | – | – | | Rajiv A. Tata | 317,148 | 115,150 | 125,425 | – | 718,434 |

  131. 2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (1) Executive contributions represent a percentage of Salary and Non-Equity Incentive Plan Compensation amounts identified in the Summary Compensation Table. Amounts related to unvested PSUs and RSUs are excluded and, if deferred, will be reported as a contribution in the year of vesting. | | (2) Registrant contributions are reported in “All Other Compensation” in the Summary Compensation Table. | | (3) Amounts reported in this column reflect the cumulative value of the NEOs’ account balances, including executive contributions, registrant contributions, withdrawals and investment earnings thereon as of December 31, 2024. These amounts include those reported in the Summary Compensation Table in the current or prior year proxy statements as follows: Mr. Oswald, $339,153; Mr. Mookerji, $0; Ms. Gonzalez, $0; Mr. Redondo, $0; and Mr. Tata, $317,148. |

  132. 2024 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | | | 2025 Proxy Statement 74 |

  133. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed above, we have entered into Key Executive Severance Agreements with each of our NEOs. The Key Executive Severance Agreements provide that if a change in control (as defined below) of Ducommun occurs and there is qualifying termination of employment (as defined below) of the NEO within the three months prior to or 24 months following that change in control, the named executive officer will be entitled to receive payment in a single lump sum of an amount equal to the sum of (i) two times the annual base salary of the named executive officer prior to the change in control (or two and one-half times in the case of our CEO), and (ii) two times the target annual cash incentive of the executive officer under our annual cash incentive plan in effect during the year in which the change in control occurs (or two and one-half times in the case of our CEO). Further, with respect to long-term equity incentive awards granted to such named executive officers, (x) stock options become fully exercisable immediately for the full term of the options, (y) performance stock units become vested immediately based on our actual achievement of performance measures for periods through the date of termination of employment and at the target number of shares for periods after the date of termination of employment, and (z) restricted stock units vest immediately, provided that in all cases, the named executive officer complies with certain confidentiality and non-disparagement restrictive covenants. Additionally, the named executive officers shall be entitled to receive the continuation of certain benefits for a period of two years (or two and one-half years in the case of our CEO), including medical, life, disability and other insurance benefits as are provided to other executives of Ducommun. The continuation of these benefits shall be subject to reduction in the event that the named executive officer obtains employment during the two-year period (or two and one-half years in the case of our CEO) if the respective named executive officer is eligible to receive such insurance benefits under another employer’s plans. As used herein, a change in control of Ducommun is generally deemed to have occurred in the event of certain tender offers, mergers or consolidations, the sale, exchange or transfer of substantially all of our assets, the acquisition by a person or group of certain percentages of our outstanding voting securities, the consummation of a plan of liquidation or dissolution of Ducommun, or certain changes in the members of the Board. The Key Executive Severance Agreements also provide that if there is a qualifying termination of employment of the named executive officer at any time other than in connection with a change in control of Ducommun as described above, the named executive officer shall be entitled to receive (i) payment of his or her full salary for a period of one year (or, two years in the case of the CEO), together with payment of the amount of any annual cash incentive for a past year that has not yet been paid, (ii) a payment of an amount equal to the named executive officer’s target annual bonus under the Company’s annual cash incentive program in effect during the year in which the qualifying termination occurs and (iii) continuation of benefits (as described above) for a period of one year (or, two years in the case of the CEO), provided that in all cases, the named executive officer complies with certain confidentiality and non-disparagement restrictive covenants. A qualifying termination of employment includes any termination of the NEO’s employment by the Company other than a termination for cause, except due to the NEO’s death or disability. Termination for cause is generally defined in the key executive severance agreements as termination by Ducommun upon (i) the willful and continued failure by the executive to substantially perform his or her duties with Ducommun other than any such failure resulting from the executive’s incapacity due to physical or mental illness, after a demand for substantial performance is delivered to the executive by the chief executive officer or the Compensation Committee that specifically identifies the manner in which the executive has not substantially performed his or her duties, or (ii) the willful engaging by the executive in misconduct that is materially injurious to Ducommun, monetarily or otherwise, and that constitutes common law fraud or a felony on the part of the executive. For purposes of this definition, no act or failure to act on the part of an executive, is considered “willful” unless done, or omitted to be done, by the executive not in good faith and without reasonable belief that the action or omission was in the best interest of Ducommun or its subsidiaries. In the event of a material diminution in an executive’s authorities, duties, or responsibilities, a reduction of 5% or more in the executive’s base salary, a material change in the executive’s geographic location at which the executive is required to perform services, or other events as described in the key executive severance agreements, then the executive will have the right, after a 90-day cure period pursuant to the terms and conditions of the Key Executive Severance Agreement, to terminate his or her employment and such termination will be a qualifying termination of employment. If a change in control of Ducommun occurs and there is a qualifying termination of employment of a named executive officer within the three months prior to or 24 months following the change in control of Ducommun, the named executive officer would receive the amounts in the table below in the column “Qualifying Termination of Employment in Connection with Change in Control.” If there is a qualifying termination of employment of the named executive officer outside of the change in control period, the named executive officer would receive the amounts in the table below in the column “Qualifying Termination of Employment Outside of Change in Control Period.” The information in the table below assumes that a triggering event occurred on December 31, 2024.

  134. Potential Payments Upon Termination or Change in Control

    | | | 2025 Proxy Statement 75 |

  135. Potential Payments Upon Termination or Change in Control

    | Name | Benefits | Qualifying Termination of Employment in Connection with a Change in Control ($) | Qualifying Termination of Employment Outside of Change in Control Period ($) | | Stephen G. Oswald | Salary(1) | 2,485,955 | 1,988,764 | | | Bonus(2) | 2,474,815 | 989,926 | | | Benefits | 72,633 | 58,107 | | | Stock Options | – | – | | | Performance Stock Units(3) | 15,292,689 | – | | | Restricted Stock Units(4) | 1,495,119 | – | | | Total | 21,821,211 | 3,036,797 | | Suman B. Mookerji | Salary(1) | 1,064,602 | 532,301 | | | Bonus(2) | 686,922 | 343,461 | | | Benefits | 50,812 | 25,406 | | | Stock Options | – | – | | | Performance Stock Units(3) | 2,004,222 | – | | | Restricted Stock Units(4) | 915,211 | – | | | Total | 4,721,769 | 901,168 | | Laureen S. Gonzalez | Salary(1) | 698,880 | 349,440 | | | Bonus(2) | 340,480 | 170,240 | | | Benefits | 57,217 | 28,609 | | | Stock Options | – | – | | | Performance Stock Units(3) | 356,704 | – | | | Restricted Stock Units(4) | 246,173 | – | | | Total | 1,699,454 | 548,289 | | Jerry L. Redondo | Salary(1) | 1,064,164 | 532,082 | | | Bonus(2) | 630,466 | 315,233 | | | Benefits | 79,873 | 39,936 | | | Stock Options | – | – | | | Performance Stock Units(3) | 1,123,283 | – | | | Restricted Stock Units(4) | 643,221 | – | | | Total | 3,541,007 | 887,251 | | Rajiv A. Tata | Salary(1) | 821,054 | 410,527 | | | Bonus(2) | 400,001 | 200,000 | | | Benefits | 60,608 | 30,304 | | | Stock Options | – | – | | | Performance Stock Units(3) | 1,225,652 | – | | | Restricted Stock Units(4) | 456,293 | – | | | Total | 2,963,608 | 640,831 |

  136. Potential Payments Upon Termination or Change in Control

    | (1) The amount of salary continuation for the CEO during the change in control period is equal to two and one-half times his base salary and outside the change in control period is equal to two times his base salary, each as in effect on December 31, 2024. The amount of salary continuation for the other NEOs during the change in control period is equal to two times the NEOs base salary and outside the change in control period is equal to the NEO’s base salary. | | (2) The amount included in the Bonus row for the CEO during the change in control period is equal to two and one-half times his target annual bonus and outside the change in control period is equal to his target annual bonus, each as in effect on December 31, 2024. The amount included in the Bonus row for the NEOs during the change in control period is equal to two times the NEOs’ target annual bonus and outside of the change in control period is equal to the NEO’s target annual bonus. | | (3) The amounts for PSUs are calculated based on the number of unvested PSUs, RPSUs (f/k/a PRSUs) payable in shares and the closing price of our common stock on the NYSE on the last trading day of 2024 ($63.66). The number of unvested PSUs includes Cash LTIPs – EPS/rTSR and has been calculated based on our actual achievement of performance measures for periods through year-end 2024 plus the target number of shares for periods after year-end 2024. PSUs granted in 2022 are not included since they are considered to be fully vested at December 31, 2024. | | (4) The amounts for RSUs are calculated based on the number of unvested RSUs and the closing price of our common stock on the NYSE on the last trading day of 2024 ($63.66). |

  137. Potential Payments Upon Termination or Change in Control

    | | | 2025 Proxy Statement 76 |

  138. Pay Ratio Disclosure

    Pay Ratio Disclosure Mr. Oswald’s 2024 annual total compensation was $9,723,566 and the 2024 annual total compensation of the median compensated employee as of December 31, 2024, other than our CEO, Stephen G. Oswald, was $77,594. The ratio of these amounts was 125-to-1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on payroll records and the methodology described below. For these purposes, we identified the median compensated employee using base annual pay, excluding overtime, for calendar year 2024, for all full-time, part-time, seasonal and temporary workers as of December 31, 2024. Base annual pay, excluding overtime, was annualized for any permanent employee who did not work for the entire year. As a result, we used an employee population of 2,180 for purposes of determining the compensation of our median employee. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  139. Pay Versus Performance Table

    Pay Versus Performance Table The Pay Versus Performance Table, associated narratives and other tables which follow, describe how compensation actually paid to our Named Executive Officers aligns to our financial performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.

  140. Pay versus Performance Table*

    Pay versus Performance Table*

  141. Pay versus Performance Table*

    | | | | (d) Average of Summary | (e) Average | Value of Initial Fixed $100 Investment Based On: | | | | | (a) Year | (b) Summary Compensation Table Total for PEO(1) | (c) Compensation Actually Paid to PEO(2) | Compensation Table Total for Non-PEO NEOs(3) | Compensation Actually Paid to Non-PEO NEOs(4) | (f) Total Shareholder Return(5) | (g) Peer Group Total Shareholder Return(6) | (h) Net Income(12) | (i) Operating Income(13) | | 2024 | $9,723,566 | $21,282,214 | $2,093,328 | $3,369,801 | $126 | $112(7) | $31.5M | $52.2M | | 2023 | $8,280,943 | $8,341,624 | $1,433,179 | $1,406,159 | $103 | $102(8) | $15.9M | $28.9M | | 2022 | $6,715,767 | $7,935,272 | $1,211,916 | $1,337,524 | $99 | $67(9) | $28.8M | $39.8M | | 2021 | $6,299,099 | $5,443,103 | $1,150,893 | $984,658 | $93 | $87(10) | $25.5M | $48.8M | | 2020 | $4,977,506 | $8,347,343 | $1,021,275 | $1,455,593 | $106 | $98(11) | $29.2M | $45.5M |

  142. Pay versus Performance Table*

    | * The amount of Compensation Actually Paid to the PEO and Non-PEO NEOs in columns (c) and (e) above does not reflect the actual amount of compensation earned or paid out to each NEO during the applicable fiscal year. A portion of the year-over-year increase in Compensation Actually Paid is reflective of the impact of the significant growth in the Company’s market capitalization and our increased stock price on outstanding equity awards held by our NEOs, both of which greatly benefit shareholders. |

  143. Pay versus Performance Table*

    | (1) The dollar amounts reported are the total compensation reported in the Summary Compensation Table for our PEO. Our PEO for all five years covered by the Pay Versus Performance table was Stephen G. Oswald. |

  144. Pay versus Performance Table*

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Oswald, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. As our PEO does not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table related to the value of benefits under such plans. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |

  145. Pay versus Performance Table*

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO(c) | | 2024 | $9,723,566 | $5,831,071 | $17,389,719 | $21,282,214 | | 2023 | $8,280,943 | $5,001,609 | $5,062,290 | $8,341,624 | | 2022 | $6,715,767 | $3,914,313 | $5,133,818 | $7,935,272 | | 2021 | $6,299,099 | $4,370,320 | $3,514,324 | $5,443,103 | | 2020 | $4,977,506 | $2,251,772 | $5,621,609 | $8,347,343 |

  146. Pay versus Performance Table*

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. | | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  147. Pay versus Performance Table*

    | | | 2025 Proxy Statement 77 |

  148. Pay versus Performance Table*

    | Year | Year End Fair Value of Equity Awards Granted in the Year that were Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value from Prior Fiscal Year End until the Vesting Date for Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2024 | $6,378,790 | $1,279,087 | – | $9,731,842 | – | – | $17,389,719 | | 2023 | $5,314,566 | $(469,578) | – | $217,302 | – | – | $5,062,290 | | 2022 | $4,984,375 | $176,717 | – | $(27,274) | – | – | $5,133,818 | | 2021 | $3,551,870 | $(861,732) | – | $824,186 | – | – | $3,514,324 | | 2020 | $4,632,761 | $996,722 | – | $(7,874) | – | – | $5,621,609 |

  149. Pay versus Performance Table*

    | (c) In accordance with SEC rules, the amount in this column for each covered year has been calculated by subtracting the amount reported in the “Reported Value of Equity Awards” column for such covered year from the amount reported in the “Reported Summary Compensation Table Total for PEO” column for such covered year and then adding to such figure the amount reported in the “Equity Award Adjustments” column for such covered year. |

  150. Pay versus Performance Table*

    | (3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO)(“Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. Non-PEO NEOs in 2024 included: Suman B. Mookerji, Jerry L. Redondo, Laureen S. Gonzalez and Rajiv A. Tata. Non-PEO NEOs in 2023 included: Suman B. Mookerji, Jerry L. Redondo, Laureen S. Gonzalez, Rajiv A. Tata and Christopher D. Wampler. Non-PEO NEOs in 2022 included: Jerry L. Redondo, Laureen S. Gonzalez, Rajiv A. Tata and Christopher D. Wampler. Non-PEO NEOs in 2021 included: Jerry L. Redondo, Rose F. Rogers, Rajiv A. Tata and Christopher D. Wampler. Non-PEO NEOs in 2020 included: Jerry L. Redondo, Rose F. Rogers, Rajiv A. Tata and Christopher D. Wampler. |

  151. Pay versus Performance Table*

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. As our Non-PEO NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. In accordance with the SEC rules, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  152. Pay versus Performance Table*

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs(b) | | 2024 | $2,093,328 | $799,412 | $2,075,885 | $3,369,801 | | 2023 | $1,433,179 | $507,089 | $480,069 | $1,406,159 | | 2022 | $1,211,916 | $490,566 | $616,174 | $1,337,524 | | 2021 | $1,150,893 | $534,595 | $368,360 | $984,658 | | 2020 | $1,021,275 | $328,671 | $762,989 | $1,455,593 |

  153. Pay versus Performance Table*

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  154. Pay versus Performance Table*

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year that were Unvested at Year End | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value from Prior Fiscal Year End until the Vesting Date for Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2024 | $893,192 | $210,758 | – | $971,935 | – | – | $2,075,885 | | 2023 | $539,098 | $(43,358) | – | $(15,670) | – | – | $480,069 | | 2022 | $603,136 | $29,751 | – | $(16,713) | – | – | $616,174 | | 2021 | $408,433 | $(94,674) | – | $54,601 | – | – | $368,360 | | 2020 | $696,886 | $112,329 | – | $(46,226) | – | – | $762,989 |

  155. Pay versus Performance Table*

    | (b) In accordance with SEC rules, the amount in this column for each covered year has been calculated by subtracting the amount reported in the “Average Reported Value of Equity Awards” column for such covered year from the amount reported in the “Average Reported Summary Compensation Table Total for Non-PEO NEOs” column for such covered year and then adding to such figure the amount reported in the “Average Equity Award Adjustments” column for such covered year. |

  156. Pay versus Performance Table*

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |

  157. Pay versus Performance Table*

    | | | 2025 Proxy Statement 78 |

  158. Pay versus Performance Table*

    | (7) Please see the “Benchmarking and Proxy Talent Peer Groups” section of the Compensation Discussion and Analysis section for a list of the proxy talent peer group used to determine 2024 compensation, which was the same group used to determine 2023 compensation. |

  159. Pay versus Performance Table*

    | (8) The proxy talent peer group used to determine 2023 compensation for our PEO and Non-PEO NEOs included: AAR Corporation, AeroVironment, Inc., Astronics Corporation, Barnes Group, Inc., CIRCOR International, Inc., Heico Corporation, Hexcel Corporation, Kaman Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc., RBC Bearings, Inc. and Triumph Group, Inc. |

  160. Pay versus Performance Table*

    | (9) The proxy talent peer group used to determine 2022 compensation for our PEO and non-PEO NEOs included: AAR Corporation, Astronics Corporation, Barnes Group, Inc., CIRCOR International, Cubic Corporation, HEICO Corporation, Hexcel Corporation, Kaman Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc., RBC Bearings, Inc. | | (10) The proxy talent peer group used to determine 2021 compensation for our PEO and non-PEO NEOs included: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Astronics Corporation, Barnes Group Inc., CIRCOR International, Inc., Cubic Corporation, Heico Corporation, Kaman Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc. and RBC Bearings Incorporated. | | (11) The proxy talent peer group used to determine 2020 compensation for our PEO and non-PEO NEOs included: AAR Corp., Aerojet Rocketdyne Holdings, Inc., Astronics Corporation, Barnes Group, Inc., CIRCOR International, Inc., Cubic Corporation, Heico Corporation, Kaman Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc. and RBC Bearings Incorporated. | | (12) 2021 Net Income excludes $110M attributable to Ducommun’s completion of a sale-leaseback transaction involving its Gardena, CA performance center. |

  161. Pay versus Performance Table*

    | (13) Operating income decreased between 2022 and 2023 due to $11.9 million in restructure expenses related to the repositioning of production at three of our performance centers in conjunction with our 2022 restructure plan to enhance the cost structure of our operations. |

  162. Pay versus Performance Table*

    As described in more detail above in our “2024 Compensation Discussion and Analysis”, we use various measures to align the compensation of our named executive officers with Company performance. The following tabular list identifies, in alphabetical order, the financial measures we have determined to be the most important to link compensation actually paid to both our PEO and NEOs for the most recently completed fiscal year:

  163. Pay versus Performance Table*

    | Cash Flow from Operations | Net Revenue | | Diluted Earnings per Share | Operating Income | | Net Income | |

  164. Pay versus Performance Table*

    Not all of these measures are presented in the Pay versus Performance table. The Company has generally sought to incentivize long-term performance, and therefore has not specifically aligned the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with such rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The graphs below illustrate our TSR compared to our proxy talent peer group’s TSR over the period 2020 to 2024:

  165. Pay versus Performance Table*

    | DCO TSR vs. Talent Peer Group TSR(1) | Compensation Actually Paid vs. DCO TSR(2)(3) | | | |

  166. Pay versus Performance Table*

    | (1) Total Shareholder Return: Company versus Proxy Talent Peer Group. | | (2) “Compensation Actually Paid” versus Company Total Shareholder Return. | | (3) The amount of Compensation Actually Paid to the PEO and Non-PEO NEOs reflected in the graph above does not reflect the actual amount of compensation earned or paid out to each NEO during the applicable fiscal year. A portion of the year-over-year increase in Compensation Actually Paid is reflective of the impact of the significant growth in the Company’s market capitalization and our increased stock price on outstanding equity awards held by our NEOs, both of which greatly benefit shareholders. |

  167. Pay versus Performance Table*

    | | | 2025 Proxy Statement 79 |

  168. Pay versus Performance Table*

    As the above graphs illustrate, Ducommun’s TSR outperformed that of its proxy talent peer group over the period covered by the Pay versus Performance Table, despite the changes to our proxy talent peer group in each of 2021, 2022 and 2023. In addition, the Compensation Actually Paid to our PEO was proportionately aligned with the Company’s TSR over the same prior five-year period. The graph below illustrates the relationship between our net income, operating income and compensation actually paid to our PEO and non-PEO NEOs:

  169. Net Income vs. Operating Income vs. Comp Actually Paid(4)

    | (4) “Compensation Actually Paid” versus Net Income and Operating Income rounded to the nearest $100,000. | | * 2021 Net Income excludes $110M attributable to Ducommun’s completion of a sale-leaseback transaction involving its Gardena, CA performance center. |