UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

DUCOMMUN INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Message to our Shareholders

Stephen G. Oswald
Chairman, President and
Chief Executive Officer

Dear Fellow Shareholders:

It is my pleasure to invite you to the 2023 Ducommun Incorporated Annual Meeting of Shareholders (the “Annual Meeting”).

Once again, our Annual Meeting will be conducted online through a live audiocast, which is often referred to as a “virtual meeting” of shareholders. Our digital format will allow our shareholders to participate safely, conveniently, and effectively, from any location with access to the internet. We intend to hold our virtual Annual Meeting in a manner that affords shareholders the same general rights and opportunities to participate, to the extent possible, as they would have at an in-person meeting.

The Annual Meeting will be held on Wednesday, April 26, 2023 at 9:00 a.m., Pacific Time and you will be able to attend online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/DCO2023 and entering your control number. You will not be able to attend the Annual Meeting in person. The attached Notice of Annual Meeting of Shareholders and Proxy Statement discuss the items scheduled for a vote by shareholders at the meeting.

The Securities and Exchange Commission rules allow companies to furnish proxy materials to their shareholders over the Internet. As a result, most of our shareholders will receive a notice in the mail regarding the availability of proxy materials for the Annual Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how shareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites shareholders’ receipt of proxy materials and lowers the cost of our Annual Meeting. The Board of Directors has fixed the close of business on February 27, 2023, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.

In 2022, with management continuing to build on its demonstrated track-record of strong operational leadership and cost management, along with the continued improvement in the commercial aerospace market and a solid defense business, our shareholders were the beneficiaries of year-over-year double digit growth in revenue and a relative total shareholder return that has consistently outperformed others in our peer group. I also want to thank our shareholders for sticking with us in 2022 and supporting the Company, my team and our board as we gave our best efforts in overcoming the many challenges and crises over the past few years, and as we position the Company for an exciting future ahead.

Finally, it is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, please sign, date and return the enclosed proxy card or vote by telephone or using the internet as instructed on the enclosed proxy card. Please vote your shares as soon as possible. This is your Annual Meeting, and your participation is important.

Sincerely,

200 Sandpointe Avenue, Suite 700
Santa Ana, California 92707-5759
(657) 335-3665

April 26, 2023

DATE & TIME:
Wednesday, April 26, 2023
9:00 a.m. Pacific Time

PLACE: Online via live audio webcast at
www.virtualshareholdermeeting.com/DCO2023


	Meeting Agenda

	1.	Elect three directors named in the Proxy Statement to serve on the Board of Directors until Ducommun’s 2026 Annual Meeting of Shareholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal

	2.	Approve Ducommun’s executive compensation on an advisory basis

	3.	Approve the frequency of future advisory votes on executive compensation on an advisory basis

	4.	Ratify the selection of PricewaterhouseCoopers LLP as Ducommun’s independent registered public accounting firm for the year ending December 31, 2023

	5.	Transact any other business as may properly come before the meeting or any adjournment thereof

		By Order of the Board of Directors
Santa Ana, California March 14, 2023			Rajiv A. Tata Secretary

NOTICE

of Annual Meeting
of Shareholders

RECORD DATE:

February 27, 2023

Your vote is very important. Please read the proxy materials carefully and submit your votes as soon as possible by the methods set forth below to ensure your shares are represented at the 2023 Annual Meeting of Shareholders. Instructions for accessing the virtual annual meeting are more fully described in the accompanying proxy statement and a list of registered shareholders as of the record date will be accessible during the meeting at www.virtualshareholdermeeting.com/DCO2023. The record date for the annual meeting is February 27, 2023. Only shareholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on April 26, 2023:

The Notice of Annual Meeting, our Proxy Statement and our Annual Report to Shareholders are available at http://materials.proxyvote.com/264147

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.		BY INTERNET Go to www.proxyvote.com and follow the instructions		BY TELEPHONE Call 1-800-690-4903 prior to 11:59 pm on April 25, 2023		BY MAIL Sign the enclosed proxy card and mail it promptly in the enclosed postage-prepaid envelope		AT THE MEETING See page 71 for more information.


TABLE OF CONTENTS
Proxy Summary		1

2023 Annual Meeting of Shareholders		1
Meeting Agenda and Voting Matters		1
2022 Performance and Ten-Year Highlights		1
Information About the Board of Directors		4
Corporate Governance Highlights		5
Executive Compensation Highlights		5
Environmental and Safety Highlights		6

Important Note Regarding Forward-Looking Statements		7

Proposal 1: Election of Directors		8

Corporate Governance		8

Directors’ Skills and Diversity		8
Directors’ Backgrounds and Qualifications		10
Director Independence		12
Board Leadership Structure		13
The Board’s Role in Risk Oversight		14
Nominating Process		15
Committees of the Board of Directors		16
Annual Board and Committee Evaluations		18
Director Orientation and Continuing Education		18
Shareholder Engagement		19
Meetings and Executive Sessions		20
Key Governance Documents		20
Compensation of Directors		21
Corporate Environmental, Social and Governance		22
How to Contact the Board of Directors		28
Certain Relationships and Related Transactions		29
Named Executive Officers		29
Security Ownership of Certain Beneficial Owners and Management		30

Proposal 2: Resolution to Approve Executive Compensation on an Advisory Basis		32

2022 Compensation Discussion and Analysis		34

Executive Summary		35
How Compensation Decisions are Made		42
2022 Named Executive Officer Compensation		43
Compensation Committee Report		51
2022 Summary Compensation Table		52
2022 Grants of Plan-Based Awards Table		54
2022 Outstanding Equity Awards at Fiscal Year-End Table		55
2022 Option Exercises and Stock Vested Table		57
2022 Pension Benefits Table		57
2022 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans		57
Potential Payments Upon Termination or Change in Control		58
Pay Ratio Disclosure		60
Pay Versus Performance Table		60

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		64

Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm		65

Independent Registered Public Accounting Firm		65
Principal Accountant Fees and Services		65
Recommendation to Appoint PwC as Independent Registered Public Accounting Firm		66
Audit Committee Report		67

Questions and Answers about the Proxy Materials and the Annual Meeting		68

Annual Report to Shareholders		72

Appendix A		73

Reconciliation of GAAP and Non-GAAP Financial Measures		73
Reconciliation of GAAP to Non-GAAP – Adjusted EBITDA		73
Reconciliation of GAAP to Non-GAAP – Adjusted Operating Income		76
Reconciliation of GAAP to Non-GAAP – Backlog		76
Reconciliation of GAAP to Non-GAAP – Adjusted Diluted Earnings Per Share		77

Back to Contents

Proxy Summary

This proxy summary highlights information generally contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire Proxy Statement before voting your shares. For additional and more complete information regarding our 2022 performance, please review Ducommun’s Annual Report on Form 10-K for the year ended December 31, 2022.

This Proxy Statement is first being made available to our shareholders on or about March 14, 2023.

2023 Annual Meeting of Shareholders

Date and Time:	Place:	Record Date:

Wednesday, April 26, 2023, at 9:00 a.m. Pacific Time	Online via live audio webcast at www.virtualshareholdermeeting.com/DCO2023	February 27, 2023

Admission: To participate in the Annual Meeting online, including to vote during the Annual Meeting, shareholders will need the 16-digit control number included on their proxy card, the Notice or voting instruction form, or to contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Meeting Agenda and Voting Matters

Proposal	Board’s recommendation	More information
Elect three directors to serve until the 2026 Annual Meeting	FOR each nominee	Page 8
Approve Ducommun’s executive compensation on an advisory basis	FOR	Page 32
Approve the frequency of future advisory votes on executive compensation on an advisory basis	N/A	Page 64
Ratify the selection of the independent registered public accounting firm	FOR	Page 65

2022 Performance and Ten-Year Highlights

The year ended December 31, 2022 saw Ducommun attain double-digit revenue growth fueled by the recovery of the commercial aerospace market, which was a remarkable achievement despite the lingering effects of the COVID-19 pandemic and the challenges following the Boeing 737 MAX grounding. We effectively leveraged many of our successes from 2020 and 2021 and continued to benefit from offloading from defense primes, as demonstrated by our historically strong defense backlog - a clear sign that customers speak with orders, and which we believe positions Ducommun very well moving forward. In addition, our cost actions and lean organizational structure continued to provide significant value, with general and administrative (“SG&A”) expense among industry leaders, especially at the corporate level, and the implementation of a major restructuring initiative expected to accelerate the achievement of our strategic goals and objectives. 2022 also marked the fifth year since Mr. Oswald, our Chairman, President and CEO, joined the Company, and the graphs below depict the significant positive impact his leadership has had on our performance along several key metrics when viewed in the context of the past 10 years:

| 2023 Proxy Statement 1

Back to Contents

2013 - 2022 Shareholder Value by Market Capitalization (in $millions)⁽¹⁾		2013 - 2022 Net Revenue (in $millions)

2013 - 2022 Adjusted Operating Income (in $millions) and % of Net Revenues		2013 - 2022 Employee Count and Net Revenue per Employee (in $000s)

2013 - 2022 Backlog (in $millions)⁽²⁾		2013 - 2022 Adjusted EBITDA and % of Net Revenues (in $millions)

	(1)	2022 data based on 12,106,285 shares outstanding and closing price of $49.96 per share as of December 31, 2022.
	(2)	Adjusted Operating Income, Backlog, and Adjusted EBITDA are non-GAAP financial measures. For a discussion of these measures and for a reconciliation to the most directly comparable GAAP measures, see Appendix A to this Proxy Statement.

| 2023 Proxy Statement 2

Back to Contents

Total Shareholder Return vs. Proxy Peers and Russell 2000

Comparison of 5 Year* Cumulative Total Return
Ducommun Inc. vs. Median of Peers^**and Russell 2000
Assumes Initial Investment of $100 as of
December 31, 2017

	*	Data depicted in the graph is as of December 31 of each year.
	**	For information about our peer group, see “Compensation Discussion and Analysis–Benchmarking and Peer Groups.”

	Cumulative Total Shareholder Return as of December 31,
	2018		2019		2020		2021		2022
Ducommun Incorporated	$	128	$	178	$	189	$	164	$	176
Russell 2000 Index	$	89	$	112	$	134	$	154	$	122
Median of proxy peers	$	94	$	114	$	101	$	94	$	83

Our relative total shareholder return compared to the Russell 2000 Index over the 3-year period between 2020 and 2022 was in the 48^thpercentile, ranking 869^thout of 2000 companies.⁽³⁾

(3)

“Final Payout Determination for Performance Shares Granted in 2020,” Willis Towers Watson, January 20, 2023.

| 2023 Proxy Statement 3

Back to Contents

Information About the Board of Directors

Director

Age

Gender

Under-
represented

Principal Occupation

Director
Since

Term
Expires

Independent?

Committees

Nominees for election at the 2023 Annual Meeting

Richard A. Baldridge

Vice Chairman, Viasat Inc.

2013

2023

Yes

Audit Innovation

Stephen G. Oswald

Chairman, President and Chief Executive Officer, Ducommun Incorporated

2017

2023

Innovation

Samara A. Strycker

Senior Vice President, Corporate Controller and Treasurer, Navistar International Corporation

2021

2023

Yes

Audit

Continuing Directors

Shirley G. Drazba

Former Corporate Vice President, Product Line Strategy and Innovation, IDEX Corporation

2018

2024

Yes

Comp Innovation (chair)

Robert C. Ducommun

Business Advisor

1985

2025

Yes

Audit G&N (chair)

Dean M. Flatt Independent Lead Director

Former President, Defense & Space, Honeywell International

SEC Form DEF 14A filed by Ducommun Incorporated