DEF 14A of Ducommun Inc /De/, Mar 13, 2026

DEF 14A of Ducommun Inc /De/

Filed Mar 13, 2026 · FY20250001308179-26-000067

Open on EDGAR

  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 | | | | | | | | | Stephen G. Oswald | 62 | M | Chairman, President and Chief Executive Officer, Ducommun Incorporated | 2017 | 2026 | No | Innovation | | Samara A. Strycker | 54 | F | Executive Vice President and Chief Financial Officer, International Motors, LLC | 2021 | 2026 | Yes | Audit (chair), Comp | | Continuing Directors | | | | | | | | | Daniel L. Boehle | 54 | M | Executive Vice President and Chief Financial Officer, TTM Technologies, Inc. | 2024 | 2028 | Yes | Audit, Innovation | | David B. Carter | 68 | M | Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.) | 2024 | 2027 | Yes | Innovation (chair) | | Shirley G. Drazba Lead Independent Director | 68 | F | Corporate Vice President, Product Line Strategy and Innovation, IDEX Corporation (Ret.) | 2018 | 2027 | Yes | Comp (chair), G&N | | Daniel G. Korte | 65 | M | Global Vice President of Aerospace, PPG Industries Inc. (Ret.) | 2024 | 2028 | Yes | G&N, Audit | | Sheila G. Kramer | 66 | F | Chief Human Resources Officer, Donaldson Company, Inc. (Ret.) | 2021 | 2027 | Yes | Comp, G&N (chair) | | Retiring Directors | | | | | | | | | Richard A. Baldridge | 67 | M | Vice Chairman, Viasat, Inc. (Ret.) | 2013 | 2026 | Yes | Audit, Innovation |

  3. 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.

  4. Information About the Board of Directors

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

  5. Information About the Board of Directors

    | | | 2026 Proxy Statement 5 |

  6. 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, by resolution from time to time, to fix the size of the Board provided that the Board consists of not less than six nor more than ten directors. Accordingly, the Board has by resolution fixed the size of the Board at eight 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 seven directors. Two directors (out of a total of seven) are to be elected at the Annual Meeting to serve for a three-year term ending at the Annual Meeting of Shareholders in 2029 and the election and qualification of their respective successors. Pursuant to the Board’s continued refreshment program, Mr. Richard A. Baldridge will be retiring from the Board upon the election of directors at the Annual Meeting. The Board is most grateful to, and thanks Mr. Baldridge for his 13 years of service. If elected at the Annual Meeting, Mr. Oswald and Ms. Strycker will serve for a three-year term ending at the Annual Meeting of Shareholders in 2029 and until their respective successors have been duly elected and qualified, subject to their earlier death, resignation, or removal. In the absence of a contrary direction, proxies will be voted for the election of Mr. Oswald and Ms. Strycker. 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. Oswald and Ms. Strycker 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.

  7. Proposal 1 Election of Directors

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MR. OSWALD AND MS. STRYCKER AS CLASS OF 2029 DIRECTORS. |

  8. Proposal 1 Election of Directors

    | | | 2026 Proxy Statement 9 |

  9. Corporate Governance

    Corporate Governance

  10. 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.

  11. Directors’ Skills and Diversity

    | | | 2026 Proxy Statement 10 |

  12. 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.

  13. Directors’ Skills and Diversity

    | Senior Leadership | | Global/International | | Financial | | | 8 out of 8 Experience leading organizations, developing business strategies and talent is vital to the long-term success of our business | | 8 out of 8 Experience necessary for expanding the footprint of the organization | | 4 out of 8 Expertise with complex financial transactions and optimizing deal structure | | | Aerospace & Defense | | Manufacturing | | Technology | | | Industry Experience | | 8 out of 8 | | 7 out of 8 | | | 7 out of 8 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 Development and M&A | | Product Marketing/ Innovation | | Cybersecurity/ Information Security | | | 8 out of 8 Experience in these areas is critical for supporting management’s execution of our VISION 2027 Strategy | | 7 out of 8 Experience with new product development and associated processes and growing market share | | 7 out of 8 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 8 Expertise in compensation design and managing human capital to support the execution of our VISION 2027 Strategy | | 6 out of 8 Experience is vital to minimize the impact of our operations, promote corporate responsibility and ensure the sustainability of the organization | | 2 out of 8 Experience is necessary for understanding the extensive and complex oversight responsibilities that are required to protect the interests of our shareholders | |

  14. Directors’ Skills and Diversity

    | | | 2026 Proxy Statement 11 |

  15. Directors’ Backgrounds and Qualifications

    Directors’ Backgrounds and Qualifications The following information is furnished as of March 13, 2026, with respect to each person who is a nominee for election to the Board, as well as our other five directors whose terms of office will continue after the Annual Meeting.

  16. Nominees For Election

    Nominees For Election

  17. Nominees For Election

    | | STEPHEN G. OSWALD Chairman, President and Chief Executive Officer Age: 62 Director Since: 2017 Term Expires: 2026 Committee: • Innovation | Professional background Mr. Oswald has been the President and Chief Executive Officer of Ducommun since January 2017, and Chairman of the Board since May 2018. From 2012 to 2015, Mr. Oswald was Chief Executive Officer of Capital Safety Company, a manufacturer of fall protection, confined space and rescue equipment. He elected to take time off from his career after the sale of Capital Safety Company to 3M Co. to manage personal opportunities. Before joining Capital Safety Company, Mr. Oswald spent approximately 15 years in various leadership roles at United Technologies Corporation, including as President of the Hamilton Sundstrand Industrial division. Key qualifications As Chairman, President and Chief Executive Officer, Mr. Oswald provides management’s perspective in Board discussions about Ducommun’s business and strategic direction. | | | SAMARA A. STRYCKER Executive Vice President and Chief Financial Officer, International Motors, LLC Age: 54 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 a leading provider of 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. |

  18. Nominees For Election

    | | | 2026 Proxy Statement 12 |

  19. Continuing Directors

    Continuing Directors

  20. Continuing Directors

    | | DANIEL L. BOEHLE Executive Vice President and Chief Financial Officer, TTM Technologies, Inc. Age: 54 Director Since: 2024 Term Expires: 2028 Committee: • Audit and Innovation | 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. | | | DAVID B. CARTER Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.) Age: 68 Director Since: 2024 Term Expires: 2027 Committee: • Innovation (Chair) | 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: 68 Director Since: 2018 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. |

  21. Continuing Directors

    | | | 2026 Proxy Statement 13 |

  22. Continuing Directors

    | | DANIEL G. KORTE Global Vice President, PPG Industries, Inc. (Ret.) Age: 65 Director Since: 2024 Term Expires: 2028 Committee: • Corporate Governance & Nominating and Audit | 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); TTM Technologies, Inc. (since 2026) | | | SHEILA G. KRAMER Chief Human Resources Officer, Donaldson Company, Inc. (Ret.) Age: 66 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. (“Donaldson”), 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 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 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 strategy. |

  23. Continuing Directors

    | | | 2026 Proxy Statement 14 |

  24. Retiring Directors

    Retiring Directors

  25. Retiring 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) |

  26. Compensation of Directors

    Compensation of Directors In 2025, 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.

  27. 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. |

  28. Compensation of Directors

    | | | 2026 Proxy Statement 27 |

  29. Compensation of Directors

    Mr. Ducommun served on our Board since 1985 and was the only director who participated in the Directors’ Deferred Income and Retirement Plan. Under this plan, which has been closed to new participants since 1997, Mr. Ducommun had the ability to elect to defer payment of all or part of his fees for service as a director until his retirement from service on the Board, which retirement was effective April 30, 2025. Deferred directors’ fees could be notionally invested, at the election of Mr. Ducommun, in a fixed interest account or a phantom stock account that tracked the value of our common stock, including dividends, if any.

  30. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents the compensation earned by, or paid to, the non-employee directors for the year ended December 31, 2025 for their services to Ducommun.

  31. 2025 Director Compensation Table

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Richard A. Baldridge | 102,500 | 138,092 | – | 240,592 | | Daniel L. Boehle | 95,000 | 138,092 | – | 233,092 | | David B. Carter | 87,500 | 138,092 | – | 225,592 | | Shirley G. Drazba | 129,375 | 138,092 | – | 267,467 | | Robert C. Ducommun(5) | 53,125 | – | 300,000 | 353,125 | | Dean M. Flatt(5) | 59,375 | – | – | 59,375 | | Sheila G. Kramer | 103,125 | 138,092 | – | 241,217 | | Daniel G. Korte | 87,500 | 138,092 | – | 225,592 | | Samara A. Strycker | 122,500 | 138,092 | – | 260,592 | | Director Stock Ownership Policy | | | 5x Annual Baseline Cash Retainer | |

  32. 2025 Director Compensation Table

    | (1) On May 8, 2025, 2,300 restricted stock units were granted to each of Mmes. Drazba, Kramer and Strycker, and Messrs. Baldridge, Boehle, Carter, and Korte. Other than as set forth in this footnote (1), our non-employee directors did not hold any other outstanding equity awards as of December 31, 2025. | | (2) These amounts represent the aggregate grant date fair value of stock awards granted in 2025 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 11 to our consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. | | (3) The non-employee directors 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 $60.04. 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. | | (4) As discussed above, Mr. Ducommun is the only director who participated in the Directors’ Deferred Income and Retirement Plan. Accordingly, the amount for Mr. Ducommun listed in the table able represents his annual retainer fee of $25,000 for the shorter of his life or a period of twelve years, which Mr. Ducommun became entitled to on his retirement from the Board in April 2025. | | (5) Messrs. Ducommun and Flatt retired from the Board as of April 30, 2025 and as such, were not awarded any restricted stock units in 2025. |

  33. 2026 Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | Executive Summary | 43 | | 2025 Operations and Performance Highlights | 43 | | Market Capitalization | 44 | | 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 | | 2025 Named Executive Officer Compensation | 56 | | Base Salaries | 56 | | Annual Cash Incentives | 57 | | Long-Term Incentives | 60 | | CEO Revenue Performance Stock Unit Grant (FY2025-FY2027 Performance Period) | 62 | | Performance Stock Units – EPS/rTSR (FY2025-FY2027 Performance Period) | 63 | | Relative Total Shareholder Return v. Russell 2000 Index | 64 | | Restricted Stock Unit Grants (FY2025-FY2027 Vesting Period) | 64 | | Settlement of Awards from Prior Grant Cycles | 64 | | Severance and Change in Control Agreements and Practices | 65 | | Second Amended and Restated Clawback Policy | 65 | | Securities Trading Policy and Prohibition on Pledging and Hedging | 66 | | Other Compensation | 66 | | Director and Officer Stock Ownership Policy | 66 | | Compensation Risk Assessment | 67 | | Tax Deductibility and Gross-Ups | 67 | | Compensation Committee Report | 68 | | 2025 Summary Compensation Table | 68 | | 2025 Grants of Plan-Based Awards Table | 70 | | 2025 Outstanding Equity Awards at Fiscal Year-End Table | 72 | | 2025 Option Exercises and Stock Vested Table | 74 | | 2025 Pension Benefits Table | 74 | | 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 75 | | Potential Payments Upon Termination or Change in Control | 76 | | Pay Ratio Disclosure | 78 | | Pay Versus Performance Table | 78 |

  34. 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 has historically either outperformed or remained comparable to 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.

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

    | (1) Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income as Percentage of Revenues, Adjusted Operating Income and Adjusted Diluted Earnings Per Share 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 2025 compensation. The proxy talent peer group used to determine 2025 compensation for our PEO and other NEOs included: AAR Corp., AeroVironment, Inc., Albany International Corp., Astronics Corporation, Barnes Group Inc., Crane Company, ESCO Technologies, Inc., Hexcel Corporation, Kratos Defense & Security Solutions, Inc., Mercury Systems, Inc., RBC Bearings Incorporated, Standex International Corporation and Triumph Group, Inc. |

  36. 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 2021 through 2025, with the year ended December 31, 2020, serving as the base period. The Russell 2000 Index measures the performance of approximately 2,000 small-capitalization companies in the Russell 2000 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.

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

    | * Data for each year depicted in the graph above is as of December 31st of each year. | | ** For information about our proxy talent peer group, see “Compensation Discussion and Analysis – Benchmarking and Proxy Talent Peer Group.” Please note that exclusive of AeroVironment, Inc. and Kratos Defense & Security Solutions, the 5-Year TSR for the median of our Proxy Talent Peer Group would have totaled $162. |

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

    | * “Final Payout Determination for Performance Shares Granted in 2023,” Willis Towers Watson LLC, January 16, 2026. |

  39. 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 56 | | 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”) | Designed to reward the achievement of long-term growth in our adjusted diluted earnings per share over a three-year performance period with relative total shareholder return modifier. | Cliff vest at the end of the three-year performance period to the extent earned; paid in 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 63 | | | | Revenue Performance Stock Units (“RPSUs” f/k/a PRSUs) | 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 to our CEO in the first quarter of the year after the conclusion of the performance period. | Page 62 | | | 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 64 | | | 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 66 |

  40. Compensation Program Overview

    In 2025, the total actual compensation of our CEO and other named executive officers as reported in the Summary Compensation Table increased in a manner proportional to overall Company performance. The Compensation Committee regularly evaluates the trajectory of our CEO’s total compensation to ensure that increases are justified by the Company’s performance, competitive positioning among peers and the Company’s retention goals for executive leadership. The Compensation Committee believes the year-over-year increase in our CEO’s compensation is proportional with our 51% year-over-year increase in market capitalization, our all-time high level of revenue achieved in 2025 and the 49% year-over-year increase in the Company’s stock price. Further, the base salary of our CEO was generally consistent with a trajectory of the 75th percentile of our proxy talent peer group and published compensation data, which aligns with the Compensation Committee’s general target of the 50th to 75th percentile when setting compensation metrics for our CEO. Mr. Oswald has served as our CEO since 2017, during which time the Company’s market capitalization has nearly quadrupled and revenue has increased from $558.2 million to $824.7 million. The aerospace and defense sector remains a highly competitive market for leadership, particularly for individuals like Mr. Oswald who have a demonstrated record of execution and shareholder value creation. As such, the Compensation Committee is mindful that Mr. Oswald’s compensation must be competitive not only among the proxy talent peer group but also among the broader aerospace and defense sector. The increases in our CEO’s compensation remain consistent with our pay-for-performance compensation philosophy. In keeping with that philosophy, eighty-eight percent (88%) of our CEO’s total target compensation was at risk with seventy-nine percent (79%) being performance based, and which reflected our year-over-year growth in market capitalization, revenue and margins. The chart below depicts the alignment between our CEO’s total actual compensation and revenue between 2022 and 2025.

  41. 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 incentive-based and time-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 | | |

  42. 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 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 performance stock units to our CEO and other NEOs) 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.

  43. 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 2025 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.

  44. Benchmarking and Proxy Talent Peer Group

    Benchmarking and Proxy Talent Peer Group The Compensation Committee has the compensation consultant prepare a formal executive compensation assessment every year. For the 2025 fiscal year, WTW assessed our executive compensation compared to the proxy disclosures of our 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. When developing the proxy talent peer group, the Compensation Committee is confronted with the challenge of identifying comparable companies that match the diverse portfolio of products offered by Ducommun, and for that reason, focuses on identifying a mix of companies from the aerospace and defense and industrial machinery sectors. 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 2025. At the time of the Compensation Committee’s review, 2024 revenue data was not readily available for certain members of our proxy talent peer group due to differences in fiscal year-end periods. As a result, revenue data has been omitted from the table below. The Compensation Committee nonetheless considers factors such as industry classification, focus and complexity, revenue, market capitalization, number of employees and total shareholder return when making its compensation decisions.

  45. Benchmarking and Proxy Talent Peer Group

    | | | 2026 Proxy Statement 55 |

  46. Benchmarking and Proxy Talent Peer Group

    | 2025 Proxy Talent Peer Group (n=13) | | | AAR Corp | Hexcel Corporation | | AeroVironment, Inc. | Kratos Defense & Security Solutions, Inc. | | Albany International Corp. | Mercury Systems, Inc. | | Astronics Corporation | RBC Bearings Incorporated | | Barnes Group, Inc. | Standex International Corporation | | Crane Company | Triumph Group, Inc. | | ESCO Technologies, Inc. | |

  47. Benchmarking and Proxy Talent Peer Group

    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 $2 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 of the limited data available for comparable positions within our proxy talent peer group companies. 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.

  48. 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 $10 million. 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. At the beginning of each year, the Compensation Committee utilizes a bonus plan framework to establish and approve the threshold, target and maximum goals for the financial performance measures and the formula for funding the bonus pool for the given plan year. The long-standing framework utilized by the Compensation Committee in establishing the financial performance measures sets forth certain exclusions in the determination of the financial metrics, including the effects of changes in accounting principles, transaction-related costs or expenses and other one-time costs. The 2025 goals for the financial performance measures approved by the Board contemplated that attainment of the maximum level of net revenue and operating income metrics would set all-time records for Ducommun, further aligning management’s interests with those of shareholders. The maximum goal for operating income reflects an approximate 16% increase from the maximum operating income performance goal set for 2024 and an approximate 11% increase from the actual operating income performance in 2024. The maximum goal for net revenue reflects a $36.5 million increase from the actual net revenue achieved in 2024 and an approximate 1.8% or $14.3 million increase from the net revenue maximum performance goal set with respect to the 2024 awards. The maximum goal for cash flow reflects an approximate 8% or $3.3 million increase from the maximum cash flow goal set for 2024. The Compensation Committee establishes a target annual cash incentive award for each named executive officer, expressed as a percentage of base salary. In setting the annual cash incentive target amounts, the Compensation Committee considers the WTW compensation assessment and sets appropriate targets relative to the relevant market and survey data. 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.

  49. Achievement of Performance Goals in 2025

    Achievement of Performance Goals in 2025 In determining actual payouts under the 2025 annual incentive plan, the Compensation Committee and Board first determined that Ducommun exceeded the adjusted net income threshold of $10 million. Net income was adjusted in accordance with the Compensation Committee’s long-standing bonus plan framework, which provides for the exclusion of non-recurring expenses, such as the settlement expenses relating to the Guaymas, Mexico performance center litigation, as further detailed in the table below. 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 2025 annual incentive plan. The table below depicts the threshold, target, and maximum goals for each metric under the 2025 annual incentive plan and our actual performance. Notably, in October 2025, the management team, led by Mr. Oswald, was able to successfully settle the litigation related to the fire at the Company’s Guaymas, Mexico performance center, and which allegedly resulted from the actions of individuals in 2015, prior to the current management team being appointed to their respective offices. The senior leadership team attended several mediation sessions in an effort to settle the litigation, the successful resolution of which avoided the potential for the Company being exposed to incurring additional defense costs, further liability and negative publicity, all to the benefit of shareholders. Based on the circumstances and strong positive outcome for the Ducommun shareholder, the Compensation Committee agreed to reward management for its outstanding efforts by adding back $107.3 million of the settlement payment and litigation costs, net, when calculating the 2025 annual incentive plan payouts in light of the Company’s strong operating performance with a 180 bp increase in gross margins, a 16% increase in adjusted operating income and 17% increase in adjusted net income over the prior year. Moreover, between the date the settlement was publicly disclosed on October 9, 2025 and the record date, shareholders have been the beneficiaries of an approximately 35% increase in the Company’s market capitalization.

  50. Achievement of Performance Goals in 2025

    | | | 2026 Proxy Statement 57 |

  51. Achievement of Performance Goals in 2025

    | ($ millions) | Threshold | Target | Maximum | Actual(1) | FY 2025 Award Funding by Metric | Annual Incentive Plan Metric \ Weighting | Total Earned (as % of Target) | | Operating Income(2) | 71.6 | 77.0 | 82.4 | 86.3 | 300% | 70% | 210% | | Net Revenues | 790.8 | 807.0 | 823.1 | 824.7 | 300% | 10% | 30% | | Cash Flow (as adjusted) | 36.0 | 40.0 | 44.0 | 69.8 | 300% | 20% | 60% | | Actual Funding | | | | | | | 300% |

  52. Achievement of Performance Goals in 2025

    | (1) Includes adjustments consistent with historical practices. | | (2) Operating Income (as adjusted) includes the following adjustments: $2.2 million reflecting restructuring expenses, $8.9 million reflecting the impact of the amortization of acquisition intangibles, $0.2 million reflecting debt refinancing costs and $107.3 million of litigation settlement and related costs, net, associated with the one-time and previously disclosed litigation matter involving our Guaymas, Mexico performance center. The Compensation Committee adhered to its long-standing bonus plan framework in making such adjustments to the Operating Income for determinations under the 2025 annual incentive plan. |

  53. Additional Cash Bonuses

    Additional Cash Bonuses In the first quarter of 2026, the Compensation Committee approved discretionary bonuses for each of Mr. Mookerji and Mr. Tata in recognition of their significant contributions and performance in 2025, above and beyond the normal course of their positions as Chief Financial Officer and General Counsel & Corporate Secretary, respectively. Mr. Mookerji was awarded a cash bonus in the amount of $214,000 in recognition of his significant contributions and efforts to automate and improve the Company’s accounting processes and systems, in addition to his valuable assistance in negotiating a favorable legal settlement with respect to the previously disclosed litigation matter involving the Company’s Guaymas, Mexico performance center. Mr. Tata was awarded a cash bonus in the amount of $50,000, in recognition of his instrumental role in overseeing and bringing the Guaymas litigation to a successful resolution. The Compensation Committee believes these one-time awards were appropriate in light of the substantial value each of Mr. Mookerji’s and Mr. Tata’s efforts provided to the Company and its shareholders, including the avoidance of additional litigation defense costs and potential further exposure that may have resulted in the absence of such settlement.

  54. Executive Summary and 2025 Performance Highlights

    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 2025. Moreover, the Compensation Committee believes that our continued growth, with a 51% year-over-year increase in market capitalization, a 49% increase in stock price between December 31st of 2024 and 2025 and a three-year relative TSR in the 78th percentile compared to the Russell 2000 Index positions Ducommun and its shareholders favorably for further success going forward. Accordingly, for 2025, the target annual incentive award targets and annual cash incentive determination for each of the named executive officers are reflected in the table below.

  55. Executive Summary and 2025 Performance Highlights

    | | Target Award ($) | Target as % of Base Salary | Payout % of Target | Total Payout ($)* | | Mr. Oswald | 1,019,624 | 100 | 300 | 3,059,000 | | Mr. Mookerji | 354,779 | 65 | 300 | 1,064,000 | | Ms. Gonzalez | 179,155 | 50 | 300 | 537,000 | | Mr. Redondo | 326,985 | 60 | 300 | 980,900 | | Mr. Tata | 210,474 | 50 | 300 | 631,000 |

  56. Executive Summary and 2025 Performance Highlights

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

  57. Executive Summary and 2025 Performance Highlights

    | CEO Annual Incentive Compensation 2023-2025 | NEO Annual Incentive Compensation 2023-2025 | | | |

  58. Weighting of Annual Incentive Plan Performance Goals for 2026

    Weighting of Annual Incentive Plan Performance Goals for 2026 For fiscal year 2026, the Compensation Committee recognized that in addition to operating income, the conversion of profit into cash flow is a critical metric that benefits shareholders since it not only demonstrates the quality of earnings but also serves as objective evidence of prudent management of the Company’s working capital. Accordingly, the Compensation Committee revised the weighting afforded to the metrics under the 2026 annual incentive plan by increasing the weight of the cash flow from operations metric as depicted below:

  59. Long-Term Incentives

    Long-Term Incentives In fiscal year 2024, Ducommun adopted the 2024 Stock Incentive Plan, pursuant to which we granted long-term incentives to our CEO in 2025 in the form of performance stock units with a three-year performance period that are based on earnings per share (“EPS”) with a relative total shareholder return (“rTSR”) modifier (“PSUs – EPS/rTSR”) and revenue (“PSUs – Revenue” or “RPSUs”), and time-based restricted stock units that vest ratably in annual increments over three years (“RSUs”). Additionally, we granted long-term incentives to our other named executive officers in the form of PSUs – EPS/rTSR and RSUs. The allocation between the PSU – EPS/rTSR, RPSU and RSU components of the long-

  60. Long-Term Incentives

    | | | 2026 Proxy Statement 60 |

  61. Long-Term Incentives

    term incentive awards to our CEO and PSUs – EPS/rTSR and RSUs to our other NEOs was determined after deliberations with the Compensation Committee involving the evaluation of multiple scenarios and considerations, including ensuring that our CEO’s and other NEOs’ long-term interests’ remained aligned with those of shareholders and the desire to ensure the retention of our executive officers. We do not grant stock options, stock appreciation rights (“SARs”) or similar option-like instruments to our named executive officers or other key employees or service providers, and accordingly, no such grants were issued to the aforementioned individuals within four days prior to, or one day after the release of any material non-public information. 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 2025, along with a breakdown of the applicable amount of PSUs, RPSUs and RSUs payable in shares of common stock are depicted below:

  62. Long-Term Incentives

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

  63. Long-Term Incentives

    Issuing PSUs – EPS/rTSR to all of our NEOs and RPSUs 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, PSUs – EPS/rTSR, RPSU and RSU awards are the only forms of long-term compensation afforded to our CEO, and PSUs – EPS/rTSR and RSUs are the only forms of long-term compensation afforded to our other NEOs since Ducommun does not maintain a pension plan for our executives. In determining the aggregate value of long-term incentive grants in 2025, the Compensation Committee considered the results of the WTW compensation assessment as to the value of long-term incentives provided in accordance with 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 2025. The Compensation Committee made the following target long-term incentive awards to the named executive officers in 2025:

  64. Long-Term Incentives

    | | PSUs – EPS/rTSR (Shares at Target) | RPSUs (Shares at Target) | RSUs | Target Value of PSUs – EPS/rTSR, RPSUs, and RSU Grants Combined ($)(1) | | Mr. Oswald | 65,622 | 21,874 | 13,443 | 6,121,650 | | Mr. Mookerji | 14,109 | – | 7,597 | 1,316,393 | | Ms. Gonzalez | 3,727 | – | 2,007 | 347,747 | | Mr. Redondo | 10,224 | – | 5,505 | 953,909 | | Mr. Tata | 6,372 | – | 3,431 | 594,518 |

  65. Long-Term Incentives

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

  66. Long-Term Incentives

    | | | 2026 Proxy Statement 61 |

  67. Long-Term Incentives

    The target value of long-term incentives granted to our CEO in 2025 increased slightly, reflective of the 24%, or almost $180 million year-over-year increase in our market capitalization between 2023 and 2024, and our record level of revenue of $786.6 million in 2024 and 350 improvement in gross profit margins expansion between 2023 and 2024, and reflective of 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 vast 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:

  68. Long-Term Incentives

    | CEO LTI Grant Values 2023-2025 | NEO LTI Grant Values 2023-2025 | | | |

  69. CEO Revenue Performance Stock Unit Grant (FY2025-FY2027 Performance Period)

    CEO Revenue Performance Stock Unit Grant (FY2025-FY2027 Performance Period) Based on the Company’s continued growth as of the end of FY 2024, with a 24% year-over-year increase in market capitalization, a 22% increase in stock price between December 31st of 2023 and 2024 and a three-year relative TSR in the 79th percentile compared to the Russell 2000 Index, in 2025, our CEO was awarded RPSUs that may vest based upon the achievement of revenue targets, as depicted below, in the last year of a three-year performance period (from January 1, 2025, to December 31, 2027). 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 award, which aligns his performance with shareholders’ interests. Based on our 2024 revenues of approximately $786.6 million when LTI goals were established, shareholders would realize a significant increase in value for our CEO to achieve the maximum payout at the end of the performance period of this award.

  70. Three-Year Revenue Goal

    | Performance Level | Performance (%) | Performance ($M) | Payout % | | Maximum | 104.0 | 900 | 200 | | Target | 100.0 | 865 | 100 | | Threshold | 97.1 | 840 | 50 | | <Threshold | <97.1 | <840 | — |

  71. Performance Stock Units – EPS/rTSR (FY2025-FY2027 Performance Period)

    Performance Stock Units – EPS/rTSR (FY2025-FY2027 Performance Period) The performance-based long-term incentive awards granted in 2025 to our CEO and other NEOs, may be earned based upon the achievement of annual adjusted diluted EPS targets during each year of a three-year performance period, which is then subject to an 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 depicted below, a rTSR modifier is then applied to the number of vested PSUs awarded to our CEO and other NEOs to further align executive compensation with shareholder value creation: Mechanics of Three-Year Performance Period PSU – EPS Grants with rTSR Modifier: Accordingly, the PSUs granted in 2025 will cliff vest at the end of the three-year performance period in an amount between 0% and 200% of the target units as depicted below.

  72. Relative Total Shareholder Return Modifier (+/- 25%)

    Relative Total Shareholder Return Modifier (+/- 25%) After the end of the three-year performance period, 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 earned will then be determined by multiplying the equity earned on the adjusted diluted EPS metric by a modifier between 0.75 and 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 awards based on the achievement of adjusted diluted EPS levels and application of the rTSR modifier cannot exceed 250% of target.

  73. Restricted Stock Unit Grants (FY2025-FY2027 Vesting Period)

    Restricted Stock Unit Grants (FY2025-FY2027 Vesting Period) The Compensation Committee approved the following grants of time-based RSU awards to our CEO and NEOs in 2025:

  74. Restricted Stock Unit Grants (FY2025-FY2027 Vesting Period)

    | | Number of Shares Granted | Grant Date Value of Shares ($) | | Mr. Oswald | 13,443 | 774,989 | | Mr. Mookerji | 7,597 | 437,967 | | Ms. Gonzalez | 2,007 | 115,704 | | Mr. Redondo | 5,505 | 317,363 | | Mr. Tata | 3,431 | 197,797 |

  75. Restricted Stock Unit Grants (FY2025-FY2027 Vesting Period)

    RSU grants vest in one-third increments 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 $57.65 on March 5, 2025. The Compensation Committee believes that time-based RSU awards provide a direct ownership interest in Ducommun, thereby aligning their interests with those of shareholders, and serve the valuable purpose of helping to retain our NEOs and reward them for building their careers with the Company.

  76. CEO Performance Restricted Stock Unit Grant (n/k/a Revenue Performance Stock Units) and Cash LTIP-Revenue FY2023-FY2025 Performance Period

    CEO Performance Restricted Stock Unit Grant (n/k/a Revenue Performance Stock Units) and Cash LTIP-Revenue FY2023-FY2025 Performance Period In 2023, our CEO was awarded performance restricted stock units (“2023 PRSUs”) payable in shares and a long-term incentive cash award based on revenue (“Cash LTIP – Revenue”) payable in cash, subject to vesting based upon the achievement of revenue targets in the last year of a three-year performance period (from January 1, 2023 to December 31, 2025) 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 in shares and cash as a result thereof. The revenue target for the performance period was established based on our 2022 revenues of $713 million, and the Compensation Committee contemplated that revenues would need to increase by approximately 16% for our CEO to achieve the maximum payout at the end of the performance period in 2025, the attainment of which would result in significant shareholder value. Since 2023, the Company’s market capitalization increased by 87%, its stock price increased by 82% and as previously stated, the Company attained a three-year relative TSR in the 78th percentile compared to the Russell 2000 Index. 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:

  77. CEO Revenue Goal Achievement (FY2023-FY2025 Performance Period)

    | Performance Level | Performance (%) | Performance ($M) | Actual ($M) | Payout % | | Maximum | 104.0 | 825.0 | | 200.0 | | Target | 100.0 | 785.0 | | 100.0 | | Threshold | 96.0 | 755.0 | | 50.0 | | <Threshold | <96.0 | <755.0 | | – | | Actual | | | 824.7 | 199 |

  78. Performance Stock Units and Long-Term Incentive Cash Awards based on EPS/rTSR (Cash LTIPs – EPS/rTSR) FY2023-FY2025 Performance Period

    Performance Stock Units and Long-Term Incentive Cash Awards based on EPS/rTSR (Cash LTIPs – EPS/rTSR) FY2023-FY2025 Performance Period The three-year performance period for performance stock units and Cash LTIPs – EPS/rTSR awarded in 2023 ended on December 31, 2025. Since the beginning of the performance period in 2023, the Company’s market capitalization increased by 87%, its stock price increased by 82% and as previously stated, attained a three-year relative TSR in the 78th percentile compared to the Russell 2000 Index. The threshold, target, and maximum performance levels for performance stock units and Cash LTIPs awarded in 2023, and the actual performance in each of the years 2023 to 2025, were as follows:

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

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

  80. 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 | | 2023 | 2.85 | 3.02 | 3.28 | 3.23 | 60% | | 2024 | 2.85 | 3.20 | 3.77 | 4.02 | 66% | | 2025 | 2.85 | 3.39 | 4.33 | 4.19 | 63% | | | | | | Sub-Total | 189% | | TSR Modifier | | 78th Percentile Rank for rTSR Modifier | | | x 1.15 | | | | Total shares awarded (%) | | | 217% |

  81. 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 78th 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 $4.21 a share, which was used solely for determining our performance under the 2023 PSU grant, and was a significant increase in shareholder value when compared to the beginning of the performance period.

  82. 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 2025 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.

  83. 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.

  84. 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, PSU – EPS/rTSR and RPSU programs. • Multi-year vesting periods for long-term stock 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. |

  85. 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.

  86. 2025 Summary Compensation Table

    2025 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, 2025, 2024 and 2023 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.

  87. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3)(6) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Named Executive Officers (NEO) | | | | | | | | | Stephen G. Oswald Chairman, President & Chief Executive Officer | 2025 | 1,019,624 | – | 6,121,650 | 3,058,871 | 129,844 | 10,329,989 | | | 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 | | Suman B. Mookerji Senior Vice President, Chief Financial Officer | 2025 | 545,813 | 214,000 | 1,316,393 | 1,064,336 | 129,844 | 3,270,386 | | | 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 | | Laureen S. Gonzalez Vice President, Chief Human Resources Officer | 2025 | 358,310 | – | 347,747 | 537,465 | 129,469 | 1,372,991 | | | 2024 | 340,480 | – | 341,470 | 471,565 | 127,529 | 1,281,044 | | | 2023 | 289,477 | – | 279,453 | 271,158 | 27,113 | 867,201 | | Jerry L. Redondo Senior Vice President, Operations | 2025 | 544,975 | – | 953,909 | 980,955 | 129,471 | 2,609,310 | | | 2024 | 525,388 | – | 954,805 | 873,195 | 129,647 | 2,483,035 | | | 2023 | 493,156 | – | 669,690 | 635,178 | 28,981 | 1,827,005 | | Rajiv A. Tata Vice President, General Counsel & Secretary | 2025 | 420,948 | 50,000 | 594,518 | 631,422 | 152,920 | 1,849,808 | | | 2024 | 400,001 | – | 583,741 | 554,001 | 144,415 | 1,682,157 | | | 2023 | 339,600 | – | 551,209 | 357,873 | 37,518 | 1,286,200 |

  88. 2025 Summary Compensation Table

    | (1) This column reflects the one-time bonuses awarded to each of Messrs. Mookerji and Tata in consideration of their respective contributions in 2025 to the Company’s settlement with respect to the Guaymas, Mexico litigation and, in the case of Mr. Mookerji, his significant contributions in improving the Company’s accounting processes and systems. | | (2) 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 11 to Ducommun’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. | | (3) The awards included in the Stock Awards column for our CEO consisted of RPSUs payable in shares, RSUs and PSUs, and for our named executive officers, PSUs and RSUs in 2025. The grant date fair value of RSUs issued to each of our NEOs in March 2025 was $57.65. The grant date fair value of both RPSUs and PSUs payable in shares, 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. Oswald, Mookerji, Redondo and Tata, and RPSUs, payable in equity to Mr. Oswald, as of the grant date year of the award: |

  89. 2025 Summary Compensation Table

    | | | 2026 Proxy Statement 68 |

  90. 2025 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 | 2025 | 10,214,064 | 2,522,072 | | Suman B. Mookerji | 2025 | 2,196,066 | – | | Laureen S. Gonzalez | 2025 | 580,108 | – | | Jerry L. Redondo | 2025 | 1,591,366 | – | | Rajiv A. Tata | 2025 | 991,802 | – |

  91. 2025 Summary Compensation Table

    | (4) Each of our Named Executive Officers were eligible to receive an annual cash incentive award in 2025, 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. | | (5) The following table discloses each item included in the “All Other Compensation” column for 2025: |

  92. 2025 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 | 1,320 | 10,500 | 100,000 | 129,844 | | Suman B. Mookerji | 18,024 | 1,320 | 10,500 | 100,000 | 129,844 | | Laureen S. Gonzalez | 18,024 | 945 | 10,500 | 100,000 | 129,469 | | Jerry L. Redondo | 18,024 | 947 | 10,500 | 100,000 | 129,471 | | Rajiv A. Tata | 18,024 | 1,111 | 10,500 | 123,285 | 152,920 |

  93. 2025 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. |

  94. 2025 Summary Compensation Table

    | (6) Our CEO elected to defer one percent (1%) of his 2022 PRSU (n/k/a RPSU) grant, or 158 shares, into the Company’s NQDCP and which had a value of $15,030 as of December 31, 2025. Additionally, one percent (1%), or 647 shares from our CEO’s 2022 PSU grant were deferred to the NQDCP and which had a value of $61,549 as of December 31, 2025. |

  95. 2025 Summary Compensation Table

    | | | 2026 Proxy Statement 69 |

  96. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information on the annual cash incentive awards made to each of our NEOs (the “2025 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 2025:

  97. 2025 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 ($)(1) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Stock and Option Awards ($)(2) | | Stephen G. Oswald | | | | | | | | | | | 2025 Bonus Plan | – | – | 1,019,624 | 3,058,871 | – | – | – | – | – | | PSUs | 3/05/2025 | – | – | – | – | 65,622 | 164,055 | – | 4,085,626 | | RPSUs - Revenue | 3/05/2025 | – | – | – | – | 21,874 | 43,748 | – | 1,261,036 | | RSUs | 3/05/2025 | – | – | – | – | – | – | 13,443 | 774,989 | | Suman B. Mookerji | | | | | | | | | | | 2025 Bonus Plan | – | – | 354,779 | 1,064,336 | – | – | – | – | – | | PSUs | 3/05/2025 | – | – | – | – | 14,109 | 35,273 | – | 878,426 | | RSUs | 3/05/2025 | – | – | – | – | – | – | 7,597 | 437,967 | | Laureen S. Gonzalez | | | | | | | | | | | 2025 Bonus Plan | – | – | 179,155 | 537,465 | – | – | – | – | – | | PSUs | 3/05/2025 | – | – | – | – | 3,727 | 9,318 | – | 232,043 | | RSUs | 3/05/2025 | – | – | – | – | – | – | 2,007 | 115,704 | | Jerry L. Redondo | | | | | | | | | | | 2025 Bonus Plan | – | – | 326,985 | 980,955 | – | – | – | – | – | | PSUs | 3/05/2025 | – | – | – | – | 10,224 | 25,560 | – | 636,546 | | RSUs | 3/05/2025 | – | – | – | – | – | – | 5,505 | 317,363 | | Rajiv A. Tata | | | | | | | | | | | 2025 Bonus Plan | – | – | 210,474 | 631,422 | – | – | – | – | – | | PSUs | 3/05/2025 | – | – | – | – | 6,372 | 15,930 | – | 396,721 | | RSUs | 3/05/2025 | – | – | – | – | – | – | 3,431 | 197,797 |

  98. 2025 Grants of Plan-Based Awards Table

    | (1) The target and maximum amounts of awards reflected in this column are based on the bonus-eligible salary of each of the named executive officers at December 31, 2025 for awards under the 2025 Bonus Plan. | | (2) The amounts in this column represent the grant date fair value of the PSUs (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 11 to Ducommun’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the assumptions used in determining the FASB ASC 718 grant date fair value of these awards. |

  99. 2025 Grants of Plan-Based Awards Table

    | | | 2026 Proxy Statement 70 |

  100. 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

  101. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 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, 2025:

  102. 2025 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 | – | – | – | – | | RPSUs(1) | 5/14/2024 | – | – | – | – | – | – | 16,399 | 1,560,037 | | RPSUs(1) | 3/05/2025 | – | – | – | – | – | – | 21,874 | 2,080,874 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 80,233 | 7,632,544 | | PSUs | 5/14/2024 | – | – | – | – | – | – | 27,222 | 2,589,630 | | PSUs | 3/05/2025 | – | – | – | – | – | – | 87,277 | 8,302,686 | | RSUs | 5/08/2023 | – | – | – | – | 5,135 | 488,493 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 8,813 | 838,381 | – | – | | RSUs | 3/05/2025 | – | – | – | – | 13,443 | 1,278,833 | – | – | | Suman B. Mookerji | | | | | | | | | | | SOs | 6/17/2019 | 4,700 | – | 42.25 | 6/17/2029 | – | – | – | – | | SOs | 10/10/2019 | 7,500 | – | 40.44 | 10/10/2029 | – | – | – | – | | PSUs | 5/14/2024 | – | – | – | – | – | – | 23,104 | 2,197,872 | | PSUs | 3/05/2025 | – | – | – | – | – | – | 18,765 | 1,785,112 | | RSUs | 5/08/2023 | – | – | – | – | 2,328 | 221,494 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 4,997 | 475,365 | – | – | | RSUs | 3/05/2025 | – | – | – | – | 7,597 | 722,703 | – | – | | Laureen S. Gonzalez | | | | | | | | | | | PSUs | 5/14/2024 | – | – | – | – | – | – | 5,988 | 686,268 | | PSUs | 3/05/2025 | – | – | – | – | – | – | 4,957 | 471,551 | | RSUs | 5/08/2023 | – | – | – | – | 629 | 59,837 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 1,295 | 123,162 | – | – | | RSUs | 3/05/2025 | – | – | – | – | 2,007 | 190,926 | – | – |

  103. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | 2026 Proxy Statement 72 |

  104. 2025 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 | 5/14/2024 | – | – | – | – | – | – | 16,741 | 1,918,772 | | PSUs | 3/05/2025 | – | – | – | – | – | – | 13,598 | 972,609 | | RSUs | 5/08/2023 | – | – | – | – | 1,506 | 143,297 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 3,621 | 344,434 | – | – | | RSUs | 3/05/2025 | – | – | – | – | 5,505 | 523,691 | – | – | | 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 | 5/14/2024 | – | – | – | – | – | – | 10,236 | 1,173,143 | | PSUs | 3/05/2025 | – | – | – | – | – | – | 8,475 | 806,204 | | RSUs | 5/08/2023 | – | – | – | – | 1,241 | 118,056 | – | – | | RSUs | 5/14/2024 | – | – | – | – | 2,214 | 210,618 | – | – | | RSUs | 3/05/2025 | – | – | – | – | 3,431 | 326,391 | – | – |

  105. 2025 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 2023, one-third vested in each of 2024 and 2025, and one-third will vest in 2026; (ii) with respect to grants in 2024, one-third vested in 2025, and one-third will vest in each of 2026 and 2027; and (iii) with respect to grants in 2025, the award will vest in equal installments of one-third in each of 2026, 2027 and 2028. | | (4) All performance stock units (including RPSUs f/k/a PRSUs) are shown based on our actual achievement of performance measures for periods through 2025 and at the maximum number of shares eligible to vest for performance periods that end after 2025. The performance stock units will vest if the performance conditions are met as follows: (i) grants in 2023 vested based on achievement of the performance metrics on December 31, 2025 and were settled in the first quarter of 2026, (ii) 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, and (iii) grants in 2025 will vest, if at all, based on achievement of the performance metrics on December 31, 2027 and will be settled in the first quarter of 2028. | | (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 2025 ($95.13). |

  106. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | 2026 Proxy Statement 73 |

  107. 2025 Option Exercises and Stock Vested Table

    2025 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 2025:

  108. 2025 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 | – | – | 182,207(1) | 17,060,323 | | Suman B. Mookerji | – | – | 35,245(2) | 3,189,283 | | Laureen S. Gonzalez | – | – | 9,555(2) | 845,574 | | Jerry L. Redondo | – | – | 23,220(2) | 2,089,628 | | Rajiv A. Tata | – | – | 18,727(2) | 1,694,389 |

  109. 2025 Option Exercises and Stock Vested Table

    | (1) The number of shares reflects: (a) RSUs that vested during the year, (b) PSUs from the 2023 grant, for which the performance period ended on December 31, 2025, and (c) PRSUs (n/k/a RPSUs) from the 2023 equity grant, for which the performance period ended on December 31, 2025. | | (2) The number of shares reflects: (a) RSUs that vested during the year, and (b) PSUs from the 2023 grant, for which the performance period ended on December 31, 2025. | | (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. |

  110. 2025 Pension Benefits Table

    2025 Pension Benefits Table We do not provide any pension benefits to any of our named executive officers.

  111. 2025 Pension Benefits Table

    | | | 2026 Proxy Statement 74 |

  112. 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    2025 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 2025:

  113. 2025 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 | 46,408 | 105,405 | 186,393 | – | 4,818,875 | | Suman B. Mookerji | – | 100,000 | 32,165 | 202,180 | 363,145 | | Laureen S. Gonzalez | – | 100,000 | 16,697 | – | 116,697 | | Jerry L. Redondo | – | 100,000 | 10,831 | – | 110,831 | | Rajiv A. Tata | 142,729 | 123,285 | 211,958 | – | 1,364,786 |

  114. 2025 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, 2025. These amounts include those reported in the Summary Compensation Table in the current or prior year proxy statements as follows: Mr. Oswald, $46,408; Mr. Mookerji, $0; Ms. Gonzalez, $0; Mr. Redondo, $0; and Mr. Tata, $135,229. |

  115. 2025 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | | | 2026 Proxy Statement 75 |

  116. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As discussed above, we entered into Key Executive Severance Agreements with each of our NEOs in 2024. 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, 2025.

  117. Potential Payments Upon Termination or Change in Control

    | | | 2026 Proxy Statement 76 |

  118. 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) | 2,560,533 | 2,048,426 | | | Bonus(2) | 2,549,059 | 1,019,624 | | | Benefits | 72,633 | 61,002 | | | Stock Options | – | – | | | Performance Stock Units(3) | 22,658,408 | – | | | Restricted Stock Units(4) | 2,605,706 | – | | | Total | 30,446,338 | 3,129,052 | | Suman B. Mookerji | Salary(1) | 1,096,540 | 548,270 | | | Bonus(2) | 709,557 | 354,779 | | | Benefits | 50,812 | 26,655 | | | Stock Options | – | – | | | Performance Stock Units(3) | 3,982,984 | – | | | Restricted Stock Units(4) | 1,419,562 | – | | | Total | 7,259,455 | 929,704 | | Laureen S. Gonzalez | Salary(1) | 719,846 | 359,923 | | | Bonus(2) | 358,310 | 179,155 | | | Benefits | 53,815 | 26,908 | | | Stock Options | – | – | | | Performance Stock Units(3) | 1,041,153 | – | | | Restricted Stock Units(4) | 373,925 | – | | | Total | 2,547,050 | 565,986 | | Jerry L. Redondo | Salary(1) | 1,096,090 | 548,045 | | | Bonus(2) | 653,970 | 326,985 | | | Benefits | 83,142 | 41,571 | | | Stock Options | – | – | | | Performance Stock Units(3) | 1,931,995 | – | | | Restricted Stock Units(4) | 1,011,422 | – | | | Total | 4,776,619 | 916,601 | | Rajiv A. Tata | Salary(1) | 845,686 | 422,843 | | | Bonus(2) | 420,948 | 210,474 | | | Benefits | 63,553 | 31,777 | | | Stock Options | – | – | | | Performance Stock Units(3) | 1,779,913 | – | | | Restricted Stock Units(4) | 655,065 | – | | | Total | 3,765,165 | 665,094 |

  119. 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, 2025. 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, 2025. 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 2025 ($95.13). 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 2025 plus the target number of shares for periods after year-end 2025. PSUs granted in 2023 are not included since they are considered to be fully vested at December 31, 2025. | | (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 2025 ($95.13). |

  120. Potential Payments Upon Termination or Change in Control

    | | | 2026 Proxy Statement 77 |

  121. Pay Ratio Disclosure

    Pay Ratio Disclosure Mr. Oswald’s 2025 annual total compensation was $10,329,989, and the 2025 annual total compensation of the median compensated employee as of December 31, 2025, other than our CEO, Stephen G. Oswald, was $83,227. The ratio of these amounts was 124-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 2025, for all full-time, part-time, seasonal and temporary workers as of December 31, 2025. 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 2,129 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.

  122. 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, 2025, 2024, 2023, 2022, and 2021, 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.

  123. Pay versus Performance Table*

    Pay versus Performance Table*

  124. 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(11) | (i) Operating Income(12) | | 2025 | $10,329,989 | $46,191,415 | $2,275,624 | $6,680,243 | $177 | $223(7) | $(33.9)M | $(32.3)M | | 2024 | $9,723,566 | $21,282,214 | $2,093,328 | $3,369,801 | $126 | $112(8) | $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 |

  125. 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. The year-over-year increase in Compensation Actually Paid is reflective of the impact of the approximately 50% year-over-year growth in the Company’s market capitalization and stock price on outstanding and unvested equity awards held by our PEO, both of which greatly benefit shareholders.

  126. 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. |

  127. 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: |

  128. 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) | | 2025 | $10,329,989 | $6,121,650 | $41,983,076 | $46,191,415 | | 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 |

  129. 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: |

  130. Pay versus Performance Table*

    | | | 2026 Proxy Statement 78 |

  131. 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 | | 2025 | $10,620,781 | $14,301,989 | – | $17,060,307 | – | – | $41,983,076 | | 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 |

  132. 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. |

  133. 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 2025 and 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. |

  134. 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: |

  135. 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) | | 2025 | $2,275,624 | $803,142 | $5,207,761 | $6,680,243 | | 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 |

  136. Pay versus Performance Table*

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

  137. 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 | | 2025 | $1,393,403 | $1,859,652 | – | $1,954,706 | – | – | $5,207,761 | | 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 |

  138. 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. |

  139. 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. |

  140. Pay versus Performance Table*

    | (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. |

  141. Pay versus Performance Table*

    | | | 2026 Proxy Statement 79 |

  142. 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 2025 compensation. Please note that exclusive of AeroVironment, Inc. and Kratos Defense & Security Solutions, the 5-Year TSR for the median of our Proxy Talent Peer Group would have totaled $162. |

  143. Pay versus Performance Table*

    | (8) The proxy talent peer group used to determine 2024 and 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. |

  144. 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. |

  145. Pay versus Performance Table*

    | (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. |

  146. Pay versus Performance Table*

    | (11) 2025 Net Income includes $83.3 million, net of taxes, related to the litigation settlement and related costs, net associated with the one-time and previously disclosed litigation matter involving our Guaymas, Mexico performance center. Ducommun’s 2021 Net Income excludes $102.8 million, net of taxes, attributable to Ducommun’s completion of a sale-leaseback transaction involving its Gardena, CA performance center. |

  147. Pay versus Performance Table*

    | (12) 2025 Operating Income includes $107.3 million, of litigation settlement and related costs, net associated with the one-time and previously disclosed litigation matter involving our Guaymas, Mexico performance center. 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. |

  148. Pay versus Performance Table*

    As described in more detail above in our “2025 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:

  149. Pay versus Performance Table*

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

  150. 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 2021 to 2025:

  151. Pay versus Performance Table*

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

  152. Pay versus Performance Table*

    | (1) Total Shareholder Return: Company versus Proxy Talent Peer Group. Please note that exclusive of AeroVironment, Inc. and Kratos Defense & Security Solutions, the 5-Year TSR for the median of our Proxy Talent Peer Group would have totaled $162. | | (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. The year-over-year increase in Compensation Actually Paid is reflective of the impact of the approximately 50% year-over-year growth in the Company’s market capitalization and stock price on outstanding and unvested equity awards held by our PEO, both of which greatly benefit shareholders. |

  153. Pay versus Performance Table*

    | | | 2026 Proxy Statement 80 |

  154. Pay versus Performance Table*

    As the above graphs illustrate, Ducommun’s TSR either outperformed or remained comparable to that of its proxy talent peer group over four of the past five years over 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 on a GAAP basis which, in the case of our net income and operating income, includes an expense of $83.3 million, net of taxes, and $107.3 million, respectively, related to the litigation settlement and related costs, net associated with the previously disclosed litigation matter involving the Guaymas, Mexico performance center. Despite the negative impact on the Company’s net income and operating income metrics in 2025, the settlement charge is non-recurring in nature, and the Company does not expect any further financial impact from this matter, since the settlement fully resolved the underlying claims.

  155. Net (Loss) 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. | | * 2025 Operating Income includes the amount of $107.3 million of one-time litigation settlement and related costs, net, associated with the previously disclosed litigation matter involving our Guaymas, Mexico performance center. Adjusted Operating Income is depicted in the graph to demonstrate the strength and resiliency of our business in light of the one-time nature of the litigation. Please see the graphs on page 47 for GAAP Operating (Loss) Income and Appendix A for a reconciliation between GAAP and non-GAAP Operating Income. | | ** 2025 Net (Loss) Income includes the amount of $83.3 million, net of taxes, of one-time litigation settlement and related costs, net associated with the previously disclosed litigation matter involving our Guaymas, Mexico performance center. Adjusted Net Income is depicted in the graph to demonstrate the strength and resiliency of our business in light of the one-time nature of the litigation. Please see the graphs on pages 2 and 46 for GAAP Net Income and Appendix A for a reconciliation between GAAP and non-GAAP Net (Loss) Income. 2021 Net Income excludes $102.8 million, net of taxes, attributable to Ducommun’s completion of a sale-leaseback transaction involving its Gardena, CA performance center. |

  156. Adjusted Net Income vs. Adjusted Operating Income vs. Comp Actually Paid(5)

    | (5) “Compensation Actually Paid” versus Adjusted Net Income and Adjusted Operating Income rounded to the nearest $100,000. | | * 2025 Operating (Loss) Income excludes the amount of $107.3 million of one-time litigation settlement and related costs, net, associated with the previously disclosed litigation matter involving our Guaymas, Mexico performance center. Adjusted Operating Income is depicted in the graph to demonstrate the strength and resiliency of our business in light of the one-time nature of the litigation. Please see the graphs on page 47 for GAAP Operating Income and Appendix A for a reconciliation between GAAP and non-GAAP Operating Income. | | ** 2025 Net (Loss) Income excludes the amount of $83.3 million, net of taxes, of one-time litigation settlement and related costs, net, associated with the previously disclosed litigation matter involving our Guaymas, Mexico performance center. Adjusted Net Income is depicted in the graph to demonstrate the strength and resiliency of our business in light of the one-time nature of the litigation. Please see the graphs on page 46 for GAAP Net (Loss) Income and Appendix A for a reconciliation between GAAP and non-GAAP Net Income. 2021 Net Income excludes $102.8 million, net of taxes, attributable to Ducommun’s completion of a sale-leaseback transaction involving its Gardena, CA performance center. |