Ducommun (DCO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2026, will be held virtually, allowing shareholders to vote and participate online.

• 2025 marked the third year of the VISION 2027 strategy, with record revenues of $824.7M, a 49% stock price increase, and a three-year TSR in the 78th percentile of the Russell 2000 Index.

• The company consolidated its manufacturing footprint, increased engineered product and aftermarket content to 23% of revenue, and continued targeted acquisitions.

• A major litigation settlement related to a 2015 plant fire was resolved in 2025, impacting net income but viewed positively by shareholders.

Voting matters and shareholder proposals

• Election of two directors to serve until the 2029 Annual Meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of an amendment and restatement of the 2024 Stock Incentive Plan, increasing available shares and extending plan duration.

Board of directors and corporate governance

• Board size set at seven directors post-meeting, with a robust refreshment program and average tenure decreasing to 4.7 years.

• 7 of 8 current directors are independent; all committees except Innovation are fully independent.

• Lead Independent Director role established with significant authority; annual board and committee self-evaluations conducted.

• Board-level oversight of corporate responsibility, cybersecurity, and succession planning.