Not independent
Tenure on this board
9.4 yrs
2 nominees · 4 ballot items.
Elect two directors; advisory approval of executive compensation (say-on-pay); ratify PwC as independent auditor; approve amendment/restatement of 2024 Stock Incentive Plan.
Elect two directors (Stephen G. Oswald and Samara A. Strycker) to serve until the 2029 annual meeting.
Non-binding, advisory approval of Ducommun’s named executive officer compensation as disclosed in the proxy statement.
Ducommun is asking shareholders to approve, on a non-binding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement. Management argues its pay-for-performance structure—mixing annual cash incentives, performance stock units with EPS/rTSR metrics, revenue-based RPSUs for the CEO, and time-based RSUs—aligns executives’ interests with shareholders and has supported strong operational results, including record revenue and increases in market capitalization, despite one-time litigation costs. The Compensation Committee’s determination included adjustments for one-time litigation settlement costs in calculating bonuses and discretionary bonuses awarded to certain executives for settlement-related work. The board recommends a FOR vote, noting past shareholder support (91% in 2025) and stating the advisory vote will inform future compensation decisions, though it is non-binding.
Ratify the selection of PricewaterhouseCoopers LLP as Ducommun’s independent registered public accounting firm for 2026.
Approve an amendment and restatement of Ducommun’s 2024 Stock Incentive Plan, including an increase of 619,595 shares and extension of term.
The Board seeks shareholder approval to amend and restate the 2024 Stock Incentive Plan to add 619,595 shares and extend the plan term, arguing additional equity is needed to continue granting performance- and time-based awards that align executives and employees with shareholders and support retention; the plan includes governance safeguards (no repricing without shareholder approval, dividend equivalents withheld until vesting, limits on director awards, clawback provisions), and the Board unanimously recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 5.21% | 785,541 | $96M |
| 2 | BlackRock, Inc. | 5.02% | 757,428 | $92M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 612,941 | $75M |
| 4 | BlackRock, Inc. | 3.79% | 572,026 | $70M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.25% | 490,189 | $60M |
| 6 | GAMCO INVESTORS, INC. ET AL | 2.98% | 449,461 | $55M |
| 7 | BROWN ADVISORY INC | 2.27% | 342,629 | $42M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.19% | 330,095 | $40M |
| 9 | Ophir Asset Management Pty Ltd | 2.07% | 312,937 | $38M |
| 10 | GW Investment Management, LLC | 2.07% | 312,033 | $38M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.