DUCOMMUN INC (DCO)
Sector: Industrials
2026 Annual Meeting Analysis
DUCOMMUN INC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect two Directors to serve until the 2029 Annual Meeting
Oswald has served as CEO and director since 2017; DCO's 3-year price return of 132.5% far exceeds the XLI sector ETF's 73.3% over the same period (outperformance of +59.2pp), comfortably clearing the strong-positive-TSR threshold of 50pp needed to trigger a No vote, and all other policy checks (attendance 100%, no overboarding, no familial relationships) are clear.
Strycker joined the board in 2021 (roughly 5 years of tenure), is independent, chairs the Audit Committee, possesses deep financial expertise as a CFO and former PwC auditor satisfying the audit committee financial expert requirement, attended 100% of meetings, holds no more than one outside public board seat, and DCO's strong TSR during her tenure well exceeds any underperformance threshold.
Both nominees pass all policy screens: DCO's 3-year TSR of +132.5% substantially outperforms the XLI benchmark (+73.3%), no director has attendance issues, no overboarding concerns exist, there are no familial relationships with management, and both nominees bring directly relevant financial and industry expertise to their committee roles.
Say on Pay
✓ FORCEO
Stephen G. Oswald
Total Comp
$10,329,989
Prior Support
91.1%%
The CEO's total reported compensation of approximately $10.3 million is within a reasonable range for a CEO at a nearly $2 billion industrial/aerospace company executing a multi-year strategic turnaround, and the prior year say-on-pay vote of 91.1% far exceeds the 70% threshold that would require a mandatory No vote. The pay structure is heavily performance-based — 88% of the CEO's target pay is at risk and 79% is tied to measurable performance goals — and DCO's 3-year TSR of +132.5% strongly outperforms the XLI sector benchmark (+73.3%), confirming that above-benchmark incentive pay was justified by shareholder outcomes. A meaningful clawback policy covering both incentive and time-based compensation is in place, and there are no material pay-mix or governance red flags.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with extractable audit and non-audit fee figures in the provided text, and auditor tenure is not explicitly stated; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without confirmed fee data the non-audit ratio trigger cannot be applied — the default vote is FOR. PwC is a Big 4 firm appropriate for a $1.9B market-cap company, and no material restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 Ducommun annual meeting presents a clean four-proposal ballot with no stockholder proposals; all three standard proposals (director election, say-on-pay, and auditor ratification) receive FOR recommendations based on strong 3-year TSR outperformance, a well-structured performance-based pay program with 91% prior-year shareholder support, and appointment of a Big 4 auditor with no confirmed fee or tenure concerns. The equity plan amendment (Proposal 4) is outside the scope of this policy and is flagged for separate review.