SCHEDULE 14A INFORMATION

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x☒                             Filed by a Party other than the Registrant ¨☐

Check the appropriate box:

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 the appropriate box):

DUCOMMUN INCORPORATED

23301 Wilmington Ave.200 Sandpointe Avenue, Suite 700

Carson,Santa Ana, California 90745-620992707-5759

(310) 513-7200(657)335-3665

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 27, 20152, 2018

To the Shareholders of

Ducommun Incorporated:

Notice is hereby given that the Annual Meeting of Shareholders of Ducommun Incorporated, a Delaware corporation (the “Corporation”), will be held at the Hyatt Regency, 200 S. Pine Ave., Long Beach, California, on Wednesday, May 27, 2015, at the hour of 9:00 o’clock A.M. for the following purposes:

1. To elect two directors to serve for three-year terms ending in 2018.

2. To provide an advisory vote to approve named executive officer compensation.

3. To consider

DATE & TIME: Wednesday, May 2, 2018 9:00 a.m. Pacific Time PLACE: Courtyard by Marriott Santa Ana 8 MacArthur Place, Santa Ana, CA 92707 RECORD DATE: March 12, 2018		Meeting Agenda
		1		Elect the one director named in the Proxy Statement to serve on the Board of Directors until the Company’s 2021 Annual Meeting of Shareholders and until his successor has been elected and qualified;
		2		Approve the Company’s executive compensation on an advisory basis;
		3		Consider and act upon a proposed amendment and restatement of the 2013 Stock Incentive Plan;
		4		Consider and act upon a proposed employee stock purchase plan;
		5		Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2018; and
		6		Transact any other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors unanimously recommends that you vote your shares “FOR” the election of the 2013 Stock Incentive Plan to increaseone nominee named in the Proxy Statement and “FOR” each of the other above proposals.

Your vote is very important. Please read the proxy materials carefully and submit your proxy as soon as possible by 800,000 the numberinternet, telephone, or mail. Submitting your proxy by one of shares of Common Stock available thereunder.

4. To ratify the selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the Corporation’s fiscal year ending December 31, 2015.

5. To transact any other business that may properly be brought before the meeting or any adjournments or postponements thereof.

April 9, 2015 has been established as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. All shareholders are cordially invited to attend the meeting in person.

To insurethese methods will ensure your representation at the annual meeting please complete and mail your Proxy Card inregardless of whether you attend the return envelope provided, as soon as possible. This will not prevent you from voting in person by completing a ballot at the meeting should you so desire, but will help to secure a quorum and will avoid added solicitation costs. Directions to the Annual Meeting of Shareholders may be obtained by calling the telephone number listed above.meeting.

By Orderorder of the Board of Directors

James S. HeiserAmy M. Paul

Secretary

Carson,Santa Ana, California

April 22, 2015March 23, 2018

DUCOMMUN INCORPORATED

23301 Wilmington Ave.200 Sandpointe Avenue, Suite 700

Carson,Santa Ana, California 90745-620992707-5759

(310) 513-7200(657)335-3665

PROXY STATEMENT

This Proxy Statement and the 2014 Annual Report to ShareholdersWe are being mailed on or about April 22, 2015 to shareholders of Ducommun Incorporated (the “Corporation”) who are such of record on April 9, 2015,providing you with these proxy materials in connection with the solicitation of proxies for use at the Corporation’s Annual Meeting of Shareholders to be held at 9:00 o’clock A.M. on May 27, 2015, or at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The accompanying proxy is solicited by the Board of Directors (the “Board” or “Board of Directors) of Ducommun Incorporated of proxies to be used at our 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on May 2, 2018, at 9:00 a.m., Pacific Time, at the Courtyard by Marriott Santa Ana, 8 MacArthur Place, Santa Ana, California 92707. This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, “we,” “us,” “our,” or the “Company” refers to Ducommun Incorporated, a Delaware corporation. A Notice of Internet Availability of Proxy Materials, this Proxy Statement, accompanying proxy card or voting instruction card, and our 2017 Annual Report to Shareholders will be made available to our shareholders on or about March 23, 2018. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”) we are making our proxy materials available to our shareholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials contains instructions on how to access an electronic copy of our proxy materials, including this Proxy Statement and our 2017 Annual Report to Shareholders. The Notice also contains instructions on how to request a paper copy of the Corporation. SolicitationProxy Statement. We believe this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of the Annual Meeting.

At the Annual Meeting, you will be madeasked to vote on the following proposals:

(1) Election of the one director named in this Proxy Statement to serve on the Board of Directors until the 2021 Annual Meeting and until his successor has been elected and qualified;

(2) Approve the Company’s executive compensation on an advisory basis;

(3) An amendment and restatement of our 2013 Stock Incentive Plan;

(4) Adoption of an employee stock purchase plan;

(5) Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2018; and

(6) Transact any other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors recommends that you vote your shares “FOR” the election of the one nominee named in this Proxy Statement and “FOR” each of the other proposals.

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Holders of our common stock as of the close of business on March 12, 2018 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, the Company had outstanding 11,340,653 shares of Common Stock, $.01 par value per share (the “Common Stock”). You can vote your shares in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

(1) By Telephone—You can vote by telephone by calling (800)652-8683 and following the instructions on the Notice or proxy card;

(2) By Internet—You can vote over the Internet at www.envisionreports.com/DCO by following the instructions on the Notice or proxy card; or

(3) By Mail—If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the enclosed proxy card.

If your shares are held in the name of a bank, broker or other nominee, you must follow the instructions of your bank, broker or other nominee in order for your shares to be voted.

If you vote by proxy, the individuals named on the proxy card will vote your shares in the manner you indicate. You may specify whether your shares should be voted for the director nominee, and whether your shares should be voted for or against each of the other proposals. If you submit a proxy without indicating your instructions, your shares will be voted as follows: (1) “FOR” the election of the one director named in the Proxy Statement to serve on the Board of Directors until the Company’s 2021 Annual Meeting of Shareholders and until his successor has been elected and qualified, (2) “FOR” approval of the Company’s executive compensation on an advisory basis, (3) “FOR” approval of the amendment and restatement of the 2013 Stock Incentive Plan, (4) “FOR” approval of the employee stock purchase plan, (5) “FOR” ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, and (6) in their discretion on such other business as may properly come before the Annual Meeting or any adjournment thereof. Any shareholder may revoke his or her proxy at any time prior to its use by (1) sending a written revocation to the Corporate Secretary, (2) submitting a later dated proxy, or (3) attending the Annual Meeting and voting in person.

In order to conduct business at the Annual Meeting, a “quorum” must be established. A “quorum” is a majority in voting power of the outstanding shares of common stock entitled to vote at the Annual Meeting. Both shares of common stock that reflect abstentions and brokernon-votes will be treated as present and entitled to vote for the purposes of establishing a quorum. “Brokernon-votes” are shares held by a broker, bank or other nominee with respect to which the holder of record does not have discretionary power to vote on a particular proposal and with respect to which instructions were never received from the beneficial owner. Shares that constitute brokernon-votes with respect to a particular proposal will not be considered present and entitled to vote on that proposal at the Annual Meeting even though the same shares will be considered present for purposes of establishing a quorum and may be entitled to vote on other proposals. However, in certain circumstances, such as the appointment of the independent registered public accounting firm, the broker, bank or other nominee has discretionary authority and, therefore, is permitted to vote your shares even if the broker, bank or other nominee does not receive voting instructions from you. Election of the director, the approval of the Company’s executive compensation on an advisory basis, the amendment and restatement of the 2013 Stock Incentive Plan and adoption of the employee stock purchase plan are not considered “routine” matters and as a result, your broker, bank or other nominee will not have discretion to vote on these matters at the Annual Meeting unless you provide applicable instructions to do so. Therefore, we strongly encourage you to follow the voting instructions on the materials you receive.

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While our Certificate of Incorporation provides for cumulative voting rights in the election of directors, because only one nominee is standing for election at the Annual Meeting, shareholders will only be able to cast their votes with respect to the one nominee named in this Proxy Statement. As such, on all matters to come before the Annual Meeting, each holder of Common Stock will be entitled to one vote for each share owned.

In the election of the director, the candidate receiving the highest number of votes will be elected. Abstentions and brokernon-votes will have no effect on director elections. For all other proposals to be approved, the proposal must receive the affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal. Abstentions will have the effect as a vote against Proposals 2, 3, 4 and 5, whereas brokernon-votes will not affect the outcome of Proposals 2, 3 or 4.

We intend to solicit proxies by mail, interview, telephone, facsimile and internet. D. F. King & Co., Inc. has been retained to assist in the solicitation of proxies for which it will be paid a fee of $6,500$7,500 plus reimbursement ofout-of-pocket expenses. Brokers, nominees, banks and other custodians will be reimbursed for their costs incurred in forwarding solicitation material to beneficial owners. All expenses incident to the proxy solicitation will be paid by the Corporation.

Proxies in the accompanying form will be voted in accordance with the instructions given therein. If the proxy is completed and submitted (and not revoked) prior to the Annual Meeting, but no instructions are given, the proxies will be voted for the election as directors of the Corporation nominees, for approval of the advisory resolution on executive compensation, for approval of the amendment and restatement of the 2013 Stock Incentive Plan, for ratification of the selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015, and in their discretion on such other business as may properly come before the meeting. Any shareholder may revoke his proxy at any time prior to its use by filing with the Secretary of the Corporation a written notice of revocation or a duly executed proxy bearing a later date or by voting in person at the Annual Meeting.

The close of business on April 9, 2015 has been fixed as the record date (the “Record Date”) for the determination of holders of shares of Common Stock entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, the Corporation had outstanding 10,984,485 shares (excluding treasury shares) of Common Stock, $.01 par value per share (the “Common Stock”). In the election of directors, holders of Common Stock have cumulative voting rights. Cumulative voting rights entitle a shareholder to a number of votes equal to the number of directors to be elected multiplied by the number of shares held. The votes so determined may be cast for one candidate or distributed among one or more candidates. Votes may not be cast, however, for a greater number of candidates than the number of nominees named herein. On all other matters to come before the Annual Meeting, each holder of Common Stock will be entitled to one vote for each share owned.

A majority of the outstanding shares of Common Stock will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been obtained. In the election of directors, abstentions and broker non-votes will not be counted. On all other matters, abstentions will be counted, but broker non-votes will not be counted, for purposes of determining whether a proposal has been approved.

In the election of directors, the candidates receiving the highest number of votes will be elected to fill the vacancies on the Board of Directors. The approval of the amendment and restatement of the 2013 Stock Incentive Plan and the ratification of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2015 requires approval by the affirmative vote of a majority of the votes cast.Company.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 27, 20152, 2018.

ThisThe Notice of Annual Meeting, this Proxy Statement and the 20142017 Annual Report to Shareholders are available at

www.edocumentview.com/dco.

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ITEMPROPOSAL 1: ELECTION OF DIRECTORSDIRECTOR

Two directorsOne director (out of a total of eight) areseven) is to be elected at the forthcoming Annual Meeting to serve for a three-year termsterm ending at the Annual Meeting of Shareholders in 20182021 and thereafter until their successors arehis successor is elected and qualified. The nomineesnominee for such positions areposition is Gregory S. Churchill andChurchill. Anthony J. Reardon. Reardon, whose term of service as a director expires at the Annual Meeting, will not be standing for reelection at the Annual Meeting. The Board thanks Mr. Reardon for his many years of service and contributions as a director.

In the absence of a contrary direction, proxies in the accompanying form will be voted for the election of the foregoing nominees.Mr. Churchill. Management does not contemplate that any of the nomineesMr. Churchill will be unable to serve as a director, but if that should occur the person designated in the proxies will cast votes for such other personsperson in accordance with their best judgment. In the event that any person other than the nomineesnominee named herein should be nominated for election as a director, the proxy holders may vote for less than all of the nominees and in their discretion may cumulate votes. Should any of the directors whose terms continue past the 2015 Annual Meeting cease to serve as directors prior to the Annual Meeting, the authorized number of directors will be reduced accordingly.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR MESSRS. CHURCHILL AND REARDON.“FOR” MR. CHURCHILL.

Directors’ Qualifications

The Board of Directors believes that the Board, of Directors, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Corporation’s business.management of the Company, and support the interests of the Company’s shareholders. In addition, the Board of Directors believes that there are certain attributes that every director should possess, as reflectedpresented in the Board’s membership criteria.recently revised Corporate Governance Guidelines. Accordingly, the Board of Directors and its Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates individually, and in the broader context of the Board of Directors’Board’s overall composition and the Corporation’sCompany’s current and future needs.

The Corporate Governance and Nominating Committee is responsible for developing and recommending Board of Directordirector membership criteria to the Board for approval. The criteria, which are set forthpresented in the Corporation’sCompany’s Corporate Governance Guidelines, include independent and sound judgment, integrity, the ability to commit sufficient time and attention to Board of Director activities, and the absence of potential conflicts with the Corporation’sCompany’s interests. In addition, the Corporate Governance and Nominating Committee periodically evaluates the composition of the Board of Directors to assess the skills, experience, and experienceperspective that are currently represented on the Board of Directors as well as the skills and experience thatthose the Board of Directorsbelieves will findbe valuable in the future given the Corporation’sCompany’s current situationstate and strategic plans. While

As part of this periodic assessment, the Corporate Governance and Nominating Committee also evaluates the effectiveness of the overall Board dynamic. While the Company does not have a formal policy on board diversity, its recently revised Corporate Governance Guidelines reflect the Board’s belief that a blend of different perspectives contributes to the quality of the Board’s oversight, and is an explicit policy with respectessential ingredient of effective governance. The Company, therefore, is committed to diversity, it carefully considersassuring that the Board’s diversity is reflected not just in the variety of qualificationsthe directors’ professional backgrounds and experiences, but also in termsthe perspectives represented by directors of industry experience, functional skills,different personal characteristics, their gender, race, cultural heritage, and age governance service on other boards, prior work experience, educational background, and other important considerations. in particular.

The Corporate Governance and Nominating Committee believeswill reaffirm the Board’s commitment to engaging a diverse field of director candidates when considering Board composition in the future. With this comes the commitment that itas Board seats become available, the Corporate Governance and Nominating Committee will continue to actively identify qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen. The Corporate Governance and Nominating Committee is importantconfident that with this commitment, individuals with diverse perspectives and personal characteristics will have significantly better representation and visibility within the pool of director candidates from which future Board of Director members represent diverse viewpointswill be selected and perspectives in their application of judgment to company matters.nominated.    

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In evaluating director candidates, and considering incumbent directors for renomination to the Board of Directors, the Corporate Governance and Nominating Committee has considered a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments and experience.

The following information is furnished as of April 9, 2015,March 12, 2018, with respect to the personsperson who are nomineesis a nominee for election to the Board of Directors, as well as for the other six directors of the CorporationCompany whose terms of office will continue after the 2015 Annual Meeting.

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Mr. ReardonOswald has been Chairman of the Board since 2012President and Chief Executive Officer since 2010.January 23, 2017. From 2012 to 2015, Mr. ReardonOswald was President from 2008Chief Executive Officer of Capital Safety Company, a manufacturer of fall protection, confined space, and rescue equipment. Prior to 2013,that, Mr. Oswald spent approximately 15 years in various leadership roles at United Technologies Corporation, including as President of Ducommun AeroStructures, Inc. from 2002 to 2007, and Senior Vice President Business Management of Ducommun AeroStructures, Inc. from 2001 to 2002.the Hamilton Sundstrand Industrial division. As the current President and Chief Executive Officer of the Corporation,Company, Mr. ReardonOswald provides management’s perspective in Boardboard discussions about the business and strategic direction of the Corporation, and has detailed knowledge of all aspects of the Corporation’s current operations and business.Company.

Mr. Baldridge ishas been the President and Chief Operating Officer of ViaSat, Inc. since 2003. Mr. Baldridge was previously thejoined ViaSat in April 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000 and Executive Vice President and Chief FinancialOperating Officer offrom 2002. Prior to joining ViaSat, Inc. andMr. Baldridge was a senior executive of Raytheon Corporation’s Training Systems Division and Hughes Information Systems.Systems and Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr. Baldridge is also a director of ViaSat and EvoNexus. As the President and Chief Operating Officer of 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 served by the Corporation’sCompany’s business.

Board Committees: Audit and Corporate Governance and Nominating

Mr. Berenato was Chairman of the Board from 1999 to 2012, Chief Executive Officer from 1997 to 2009, President from 1997 to 2007, and Chief Financial Officer from 1991 to 1996. Mr. Berenato presently is a Director or Trustee of six mutual funds in the American Funds Family managed by Capital Research & Management Company. As the former Chief Executive Officer of the Corporation, Mr. Berenato provides the Board with a thorough understanding of the strategic direction of the Corporation and has experience in all aspects of the Corporation’s business.

Mr. Churchill is the retiredserved for over 30 years at Rockwell Collins, Inc. (“Rockwell”) in varying capacities until his retirement in March 2013, including most recently as Executive Vice President, International and Service Solutions, of Rockwell Collins, Inc.from February 2010 until his retirement in March 2013. Prior thereto, he Mr. Churchill was previously the Executive Vice President and Chief Operating Officer, Government Systems, and the Vice President and General Manager, Business and Regional Systems, of Rockwell Collins, Inc.Rockwell. As a senior executive of one of the premier communications and aviation electronics suppliers for commercial and military customers worldwide, Mr. Churchill brings to the CorporationCompany a thorough understanding of key customers, as well as major defense and commercial aerospace electronics markets served by the Corporation’sCompany’s business.

Board Committees: Compensation

Mr. Ducommun is a Business Advisor. Mr. Ducommun was previously the Chief Financial Officer for several private companies and a management consultant with McKinsey & Company. As a former management consultant and Chief Financial Officer, Mr. Ducommun brings to the Board substantial financial acumen and leadership in setting the strategic direction for the Corporation.Company.

Board Committees: Corporate Governance and Nominating (Chairman) and Audit

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Mr. Flatt is the retired President, Defense & Space of Honeywell International, Inc., a position he occupied from July 2005 until his retirement in July 2008. Mr. Flatt was previously President, Aerospace Electronic Systems and President, Performance Materials of Honeywell International, Inc. Mr. Flatt is a Director of Curtiss-Wright Corporation.Company where he serves on its Audit Committee and Executive Compensation Committee. As the former President of several divisions of one of the world’s largest avionics manufacturers, Mr. Flatt contributes to the Board diverse operational experience and understanding of technologies relevant to the Corporation’sCompany’s business.

Board Committees: Audit and Compensation (Chairman)

Mr. Haberland is the retired Vice President, Business Controls of United Technologies Corporation.Corporation, a position he held from 2003 until his retirement in 2008. Mr. Haberland was previously the Chief Financial Officer of Sikorsky Aircraft Corporation,Company, a subsidiary of United Technologies Corporation, and Vice President, Chief Financial Officer, Controller and Chief Accounting Officer of United Technologies Corporation. Mr. Haberland is a Director of Wesco Aircraft Holdings, Inc. As the former Chief Financial Officer of one of the world’s largest helicopter manufacturers and the Chief Accounting Officer of a world-wide diversified manufacturer, Mr. Haberland is a certified public accountant and provides the Board with significant expertise in financial and accounting matters, as well as substantial international experience.

Board Committees: Audit (Chairman)

Mr. Paulson ishas been the Chief Executive Officer of Aerostar Capital LLC, a private equity firm.firm since he founded the firm in 1997. Mr. Paulson has been a management consultant for the aerospace industry for over 30 years, and was previously a senior partner with McKinsey & Company. Mr. Paulson is a Director of Wesco Aircraft Holdings, Inc. As a long-time consultant and investor in the aerospace industry, Mr. Paulson contributes to the Board substantial experience in developing and executing business strategies, as well as experience in the acquisition of businesses.

Board Committees: Compensation and Corporate Governance and Nominating

Lead Director

The Board of Directors met sixseven times in 2014.2017. All incumbent directors attended seventy-five percent or more of the meetings of the Board of Directors and Committees of the Board of which were held while they were a directormembers during 2014.2017. The CorporationCompany strongly encourages all directors to attend the Annual Meeting of Shareholders, and all of the directors attended the 20142017 Annual Meeting of Shareholders. The CorporationCompany has instituted a policy of holding regularly scheduled executive sessions ofnon-management directors to follow each regularly scheduled meeting of the full Board of Directors. Additional executive sessions ofnon-management directors may be held from time to time as required. The director serving as the presiding director during executive sessions currently is Mr. Paulson, the lead director of the Board of Directors.

Each of the persons named above was elected by the shareholders at a prior annual meeting. The Board of Directors has determined that each of Messrs. Baldridge, Churchill, Ducommun, Flatt, Haberland and Paulson do not have any relationship with the Corporation other than in connection with their servicequalify as independent directors and meetunder the independence standards of the New York Stock Exchange’s (“NYSE”) listing standards.

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COMPENSATION OF DIRECTORS

Description of Director Compensation

Directors who are not employees of the CorporationCompany or a subsidiary are paid an annual retainer and a fee for each meeting of a committee of the Board of Directors they attend as follows:

Under the Directors Deferred Income and Retirement Plan, a director may elect to defer payment of all or part of his or her fees for service as a director until the director retires from service on the Board of Directors. Deferred directors’ fees may be notionally invested, at the election of the director, in a fixed interest account or a phantom stock account which tracks the Common Stock of the CorporationCompany with dividends (if any), and will be paid with earnings thereon following the retirement of the director. Upon retirement, Mr. Ducommun will receive the annual retainer fee of $25,000, which was in effect in 2009, for life or for a period of years equal to his service as a director prior to 1997 (when the accrual of additional years of service was terminated), whichever is shorter, provided that he retires after the age of 65, and is not an employee of the CorporationCompany when he retires.

20142017 Director Compensation Table

The following table presents the compensation earned or paid by the CorporationCompany to thenon-employee directors for the fiscal year ended December 31, 2014.2017.

Director Stock Ownership Policy

The Board of Directors has adopted a stock ownership policy covering allnon-employee directors. Under the policy,non-employee directors must acquire and hold shares of the Corporation’sCompany’s common stock equal in value

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value to at least three times the annual cash and stock retainer paid to allnon-employee directors.Non-employee directors have five years from the later of the adoption of the policy or their initial election to meet this stock ownership guideline. All directors are in compliance or have additional time in which to comply with the stock ownership guideline.

BOARD LEADERSHIP STRUCTURE

The Corporation’sCompany’s Bylaws provide the Board with the discretion to elect a Chairman who may or may not be an officer of the Company. This provides the Board with flexibility to decide what leadership structure is in the best interests of the Company at any point in time and the Board periodically reviews the structure of Board and Company leadership as part of the succession planning process.

Currently, the role of Chairman and Chief Executive Officer are separated. The Company’s Chief Executive Officer is Stephen G. Oswald and the Chairman of the Board is Anthony J. Reardon, the Company’s former Chief Executive Officer. Since January 23, 2017, the roles of Chairman of the Board and the Chief Executive Officer is Anthony J. Reardon. have been divided in order to provide a transition in leadership in connection with Mr. Oswald succeeding Mr. Reardon in the role as Chief Executive Officer. As discussed in “Proposal 1: Election of Director,” Mr. Reardon will not be standing for reelection at the Annual Meeting and as such his current term as a director will expire at the Annual Meeting. The Board intends to appoint Mr. Oswald to the position of Chairman, effective immediately following the election of the director nominee at the Annual Meeting. Mr. Oswald will then hold both the Chairman and Chief Executive Officer roles as Mr. Reardon did from 2012 through 2016. The independent members of the Board of Directors have determined that having the same person serve as Chairman and Chief Executive Officer will provide a more efficient leadership structure for the Company when combined with an active lead director to assure the quality of the Company’s governance. In the future, however, the roles of Chairman and CEO may be filled by the same or different individuals.

The Board of Directors also believes that strong, independent leadership and oversight of management is an important component of an effective Board of Directors. In this regard, the Board has elected Robert D. Paulson as the independent lead director with leadership authority and responsibilities. Mr. Paulson, together with the other members of the Board of Directors, review the agenda for all Board meetings, and Mr. Paulson sets the agenda for and leads all executive sessions of the independent directors and provides consolidated feedback from those meetings to the Chairman and the Chief Executive Officer. The Board of Directors regularly meets in executive session without management present followingduring each Board meeting and outside of regularly scheduled Board meetings on key issues as required. The lead director’s responsibilities and authority include:

The independent members of the Board of Directors have determined that having the same person serve as Chairman and Chief Executive Officer provides a more efficient leadership structure for the Corporation when combined with an active lead director to assure the quality of the Corporation’s governance. In the future, however, the roles of Chairman and CEO may be filled by the same or different individuals. This flexibility allows the Board of Directors to determine the best governance structure for the Corporation based upon the Corporation’s needs and the Board of Directors’ assessment of the Corporation’s leadership from time to time. The Board of Directors periodically reviews the structure of Board and Corporation leadership as part of the succession planning process.

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THE BOARD’S ROLE IN RISK OVERSIGHT

The Board of Directors oversees risk management as a whole and through its Committees. The Board regularly reviews information regarding, and risks associated with, the Corporation’sCompany’s operations and liquidity.

While the full Board of Directors has the ultimate oversight responsibility for the risk management process, various Board Committees also have responsibilities for risk management in certain areas. In particular, the Audit Committee reviews risks related to financial reporting and internal controls. The Audit Committee also, at least annually, reviews and assesses enterprise-wide risks and risk mitigation plans implemented by management. Management regularly reports on each such risk to the Audit Committee or the full Board of Directors, as appropriate, and additional review or reporting on enterprise risks is conducted as needed or as requested by the

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Board of Directors or the Audit Committee. The Compensation Committee reviews the Corporation’sCompany’s overall compensation programs and their effectiveness in aligning executive pay with performance in the interests of shareholders. The Corporate Governance and Nominating Committee reviews and makes recommendations to the Board concerning the Corporation’sCompany’s leadership structure and director independence.

The Compensation Committee reviews the risks associated with the Corporation’sCompany’s compensation policies and practices for executive officers and employees generally. The Compensation Committee did not identify any risks arising from these policies and practices which are reasonably likely to have a material adverse effect on the Corporation.Company. In the course of its review, the Compensation Committee considered various features of the compensation policies and practices that discourage excessive risk taking, including, but not limited to, the following:

COMMITTEES OF THE BOARD OF DIRECTORS

The CorporationCompany has three standing Board Committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committees. The members of each of the Committees are listed above under “Directors’ Qualifications.”

Committee. The Audit Committee, which met formally teneight times during 2014,2017, oversees the integrity of the Corporation’sCompany’s financial statements, the Corporation’sCompany’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Corporation’sCompany’s internal audit function and the Corporation’sCompany’s independent auditor. The current members of the Audit Committee are: Richard Baldridge, Robert Ducommun, and Jay Haberland (Chairman). All of the members of the Audit Committee meet the independence standards of the NYSE’s listing standards. The Board of Directors, in its business judgment, has determined that each of Messrs. Baldridge, Ducommun, and Haberland are “financially literate,” under the NYSE listing standards and that Mr. Haberland is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of RegulationS-K under the Exchange Act. The Audit Committee is governed by a charter which was adopted by the Board of Directors, and which is attached to this Proxy Statement as Appendix A. The Corporation’s securities are listedavailable on the New York Stock Exchange and are governed by its listing standards. AllCompany’s website athttps://www.ducommun.com in the Corporate Governance section of the members of the Audit Committee meet the independence standards of the New York Stock Exchange’s listing standards. The Board of Directors has determinedInvestor Relations webpage and in print to any shareholder that Mr. Haberland, the chairman of the Audit Committee, is an audit committee financial expert asrequests it. Any such term is defined under the regulations of the Securities and Exchange Commission (“SEC”).request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

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The Compensation Committee, which met formally fourfive times during 2014,2017, reviews and approves compensation for executive officers, grants stock options and other stock-based awards, administers stock option and stock-based award programs, reviews and recommends retirement plans, reviews and approves employment agreements and severance arrangements for executive officers, and oversees the evaluation of management of the Corporation.Company. The current members of the Compensation Committee are: Gregory Churchill, Dean Flatt (Chairman), and Robert Paulson. All of the members of the Compensation Committee meet the independence standards of the New York Stock Exchange’sNYSE’s listing standards. The Compensation Committee is governed by a charter which was adopted by the Board of Directors, and which is available on the Company’s website athttps://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage and in print to any shareholder that requests it. Any such request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

The Corporate Governance and Nominating Committee, which met formally one timethree times during 2014,2017, reviews and recommends to the Board of Directors the nominees for election as directors of the CorporationCompany and oversees the corporate governance of the Corporation.Company. The current members of the Corporate Governance and Nominating Committee are: Richard Baldridge, Robert Ducommun (Chairman), and Robert Paulson. All of the members of the Corporate Governance and Nominating Committee meet the independence standards of the New York Stock Exchange’sNYSE’s listing standards.

The charters of each of the committees ofCorporate Governance and Nominating Committee is governed by a charter which was adopted by the Board of Directors, and which is available on the Corporation’sCompany’s website athttps://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage and in print to any shareholder that requests it. Any such request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board has adopted a Code of Business Conduct and Ethics that is applicable to all directors, employees and officers (including the Company’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer). Among other things, the Code of Business Conduct and Ethics requires directors, employees and officers to avoid any activity that may result in a conflict of interest with the Company; maintain the confidentiality of information entrusted to them by the Company or its customers (except when disclosure is authorized or legally mandated); to deal fairly with the Company’s customers, suppliers, competitors, and employees; protect the Company’s assets and insure their efficient use; and maintain the Company’s books, records, accounts and financial statements in reasonable detail, fairly reflect the Company’s transactions, and conform to both applicable legal requirements and to the Company’s system of internal controls. The Code of Business Conduct and Ethics is available on the Company’s website athttps://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage and in print to any shareholder that requests it. Any such request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary. We intend to post on the Company’s website amendments, if any, to the Code of Business Conduct and Ethics, as well as any waivers thereunder, with respect to our officers and directors as required to be disclosed by the SEC and NYSE rules.

The Board has also adopted a Code of Ethics for Senior Financial Officers that is applicable to the chief executive officer, president, chief financial officer, treasurer and controller of the Company, and the president, vice president of finance and controller of each subsidiary of the Company. The Code of Ethics for Senior Financial Officers, among other things, requires the Company’s Senior Financial Officers to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company and to promptly report violations of the Code to the Audit Committee. The Code of Ethics for Senior Financial Officers is available on the Company’s website athttps://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage and in print to any shareholder that requests it. Any such request should be addressed to Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate

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Secretary. We intend to post on the Company’s website amendments, if any, to the Code of Ethics for Senior Financial Officers, as well as any waivers thereunder, with respect to our officers and directors as required to be disclosed by the SEC and NYSE rules.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines, which among other things, specifies the criteria to be considered for director candidates; imposes tenure limits on directors; and requires the independent directors to hold periodic meetings without executive management present. The Board recently amended the Company’s Corporate Guidelines to reflect the Board’s belief that a blend of different perspectives contributes to the quality of the Board’s oversight, and is an essential ingredient of effective governance. See “Proposal 1: Election of Directors—Director Qualifications” for additional information regarding such revisions. The Corporate Governance Guidelines are available on the Corporation’sCompany’s website athttps://www.ducommun.com in the Corporate Governance section of the Investor Relations webpage and are available in writing upon the written request ofprint to any shareholder of the Corporation. Suchthat requests it. Any such request should be addressed to Ducommun Incorporated, 23301 Wilmington Ave., Carson, CA 90745-6209, Attn: James S. Heiser,200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2014,2017, no member of the Compensation Committee of the Board of Directors was or had been an officer or employee of the Corporation,Company, or had any relationship requiring disclosure hereunder. During 2014,2017, no executive officer of the CorporationCompany served as a member of the Compensation Committee or as a director of another entity, one of whose executive officers served on the Compensation Committee of the Board of Directors or as a director of the Corporation.Company.

NOMINATING PROCESS

The Corporate Governance and Nominating Committee will consider director candidates recommended by security holders of the Corporation,Company, provided that any security holder recommending a director candidate must have beneficially owned more than five percent (5%) of the Corporation’sCompany’s voting common stock continuously for at least one (1) year as of the date the recommendation is made and any such security holder may submit the name of only one person each year for consideration as a director candidate. All such security holders’ recommendations of director candidates must be submitted to the Secretary of the CorporationCompany in writing no later than October 31 of the year preceding the annual meeting of shareholders, and must include (i) the full name, address and Social Security number of the director candidate recommended, (ii) the full name, address and taxpayer identification number of each of the security holders, and (iii) an affidavit of each of the security holders that they satisfy the minimum beneficial ownership of common stock requirements set forth above. The Corporate Governance and Nominating Committee considers and evaluates candidates recommended by security holders in the same manner that it considers and evaluates other director candidates.

The Corporate Governance and Nominating Committee believes that all Committee-recommended nominees for election as a director of the CorporationCompany must, at a minimum, have (i) diverseexperience and expertise, business experience, sound judgment, and a record of accomplishment in areas relevant to the Corporation’sCompany’s business activities, (ii) unquestionable integrity, (iii) a commitment to representing the interests of the Corporation’sCompany’s shareholders in fulfillment of the Company’s goals and objectives, (iv) independence, and the absence of potential conflicts with the Company’s interests in fulfilling their responsibilities, (v) the willingness to devote sufficient time, energy, and attention toin carrying out their duties and responsibilities, effectively, and (v)(vi) the willingness to serve on the Board for an extended period of time. In identifying candidates to serve on the Board, of Directors, the Corporate Governance and Nominating Committee first determines the evolving needs of the Board, of Directors, taking into account such factors as it

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deems appropriate, including the current composition of the Board, of Directors, the range of talents, experiences and skills that would best complement those already represented on the Board, of Directors, the balance of management and independent directors, the diversity in perspectives represented by directors of different personal characteristics, gender, race, cultural heritage, and age, and the need for financial or other specialized expertise, as discussed in greater detail above under “Directors’ Qualifications.”

The Corporate Governance and Nominating Committee also believes that at least a majority, and preferablytwo-thirds, of the Corporation’sCompany’s directors mustshould be independent under the NYSE rules, and that at least one member of the Board of Directors must be an “audit committee financial expert” as defined by SEC rules. All persons to be considered for nomination as a director of the CorporationCompany by the Corporate Governance and Nominating Committee must complete a questionnaire, provide such additional information as the Corporate Governance and Nominating Committee may request, and meet in person with directors of the Corporation.Company.

SECURITY HOLDERS AND OTHER INTERESTED PARTIES

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Security holders and other interested parties may communicate with the Corporation’sCompany’s Board of Directors in writing by mail, addressed to Board of Directors, Ducommun Incorporated, 23301 Wilmington Ave., Carson,200 Sandpointe Avenue, Suite 700, Santa Ana, CA 90745-6209.92707-5759. Persons wishing to communicate with the Board of Directors should include their full name and address. Security holders and other interested parties wishing to communicate with the Board of Directors should

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also include the number of shares of common stock beneficially owned, and the name of the record holder of the common stock if different from themselves (e.g., the name of any broker or bank holding the stock). The CorporationCompany intends to forward all communications from security holders and other interested parties in the manner described above to the Corporate Governance and Nominating Committee members, who will then determine whether the communications should be distributed to the entire Board of Directors of the Corporation.Board. If the Board of Directors of the Corporation receives a substantial number of communications from security holders and other interested parties, the Corporate Governance and Nominating Committee may delegate to the general counsel of the CorporationCompany the screening of these communications to remove solicitations and communications unrelated to the Corporation’sCompany’s business. Should shareholders or other interested parties desire to communicate with the Corporation’s presidingCompany’s lead director ornon-management directors as a group, such communications should be addressed to either the presiding director or thenon-management directors at the address set forth above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Corporation’sCompany’s officers and directors, and persons who own more than 10% of the Corporation’sCompany’s equity securities, to file reports of ownership and changes in ownership with the SEC and to furnish copies of such forms to the Corporation.Company. Based solely on a review of the copies of such forms furnished to the Corporation,Company, and on written representations that no Form 5’s were required, the CorporationCompany believes that during its past fiscal year all of its officers, directors and greater than 10% owners complied with the filing requirements of Section 16(a) except that (i) Mr. HaberlandReardon failed to report timely one transaction on one Form 4 that was subsequently filed, and (ii) Mr. Berenato failed to report timely one transaction on one Form 4 that was subsequently filed.

CODE OF ETHICSCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Corporation has adoptedSince the beginning of fiscal 2017, we were not a Codeparticipant in any transaction, in which the amount involved exceeded or will exceed $120,000, and in which any of Ethics for Senior Financial Officers and a Codeour directors, executive officers or beneficial holders of Business Conduct and Ethics,more than 5% of our capital stock or any of the text of each of which is posted on the Corporation’s website atwww.ducommun.com and is available in writing upon the written requestimmediate family members of any shareholder of the Corporation. Such requests should be addressedforegoing persons had or will have a direct or indirect material interest.

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Although we do not have a written policy for the review of related party transactions, we have designed our internal control framework to Ducommun Incorporated, 23301 Wilmington Ave., Carson, CA 90745-6209, Attn: James S. Heiser, Secretary.identify any related party transactions. Any identified transactions are then reviewed to confirm that they comply with internal policies, procedures and regulations.

EXECUTIVE OFFICERS

Mr. ReardonOswald has served as Chairman of the Board since 2012President and Chief Executive Officer since 2010.January 23, 2017. For additional information on Mr. Reardon,Oswald, see ITEM“PROPOSAL 1: ELECTION OF DIRECTORS, “Directors’ Qualifications” on page 2.5.

Mr. Benkie has served as President since 2014 and Chief Operating Officer since 2012. Mr. Benkie was Executive Vice President from 2012 to 2013. Mr. Benkie was previously Group Vice President of Operations of Parker Aerospace, a unit of Parker Hannifin Corporation.

Mr. Bellino has served as Vice President, Chief Financial Officer and Treasurer since 2008. Mr. Bellino was previously Executive Vice President and Chief Financial Officer of Kaiser Aluminum Corporation.

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Mr. Groves has served as Vice President, Chief Financial Officer and Treasurer since 2016. Mr. Groves was Vice President and Chief Accounting Officer since 2013.from 2013 to 2015. Mr. Groves was previously Corporate Vice President and Chief Information Officer of Beckman Coulter, Inc., and prior to that was Vice President of Finance for the North American operations of Beckman Coulter, Inc.

Mr. HeiserMs. Paul has served as Vice President, since 1990, General Counsel since 1988April 1, 2017 and as Secretary since March 20, 2017, and as Vice President, Legal from January 23, 2017. From 2008 to 2017, Ms. Paul was Vice President, General Counsel and Secretary since 1987.of BakerCorp, a provider of liquid and solid containment solutions and Vice President, General Counsel and Secretary of Advanced Fibre Communications, Inc. from 1995 to 2005.

Ms. AndrusMr. Redondo has served as Senior Vice President Internal Auditof Operations and Head of Ducommun Structures since 2008. Ms. AndrusJune 1, 2017. Mr. Redondo was previouslyVice President, Operational Excellence from 2015 to 2017. Mr. Redondo was Vice President, Operational Excellence for several of the Company’s subsidiaries from 2013 to 2015. Prior to joining Ducommun, Mr. Redondo was Group Vice President of Crane Aerospace & Electronics, Inc. (from 2010 to 2013), an integrated source for among other things, sensing, power, braking, and electronics, and Director of Internal Audit.Operations and Global Supply Chain of the Parker Aerospace Control Systems Division of Parker Hannifin Company (from 1991 to 2010).

Ms. Rogers joined the Company in 2006 and has served as Vice President and Chief Human Resources Officer since 2008.2015. Ms. Rogers was previously Vice President, Human Resources from 2008 to 2015 and a Vice President, Human Resources and Shared Services for one of Ducommun AeroStructures,our business units from 2006 to 2008.

Mr. Wampler has served as Vice President, Controller and Chief Accounting Officer since 2016. Mr. Wampler was Vice President and Assistant Controller for several of the Company’s subsidiaries from 2013 to 2015. Mr. Wampler was previously the Controller of Just Fabulous, Inc., an online subscription fashion retailer, from 2012 to 2013, and the Division Controller of the A.O. Smith Electrical Products Co. from 2004 to 2012.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tables below show the name and address of the beneficial owners, amount and nature of beneficial ownership and percentage ownership of persons or groups knownour common stock by the Corporation to be the beneficial owners of more than 5% or more of the outstanding sharesour common stock, each of Common Stock as of December 31, 2014 except for Mr. Ducommun who is shown as of April 9, 2015. The tables below also show the name, amount and nature of beneficial ownership and percentage ownership of each directorour directors and nominee for director, each executive officer named in the Summary Compensation Table contained in this Proxy Statement, and all directors and executive officers as a groupgroup. This information is as of April 9, 2015.March 12, 2018, except as otherwise indicated in the notes to the tables, and does not account for any tax withholding of shares that may occur after March 12, 2018 in connection with the vesting of restricted stock units and/or settlement of performance stock units that will vest and/or settle within 60 days of

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March 12, 2018, as described in the notes to the tables. Unless otherwise indicated, such shareholders have sole voting and investment power (or share such power with their spouse) with respect to the shares set forth in the tables. The CorporationCompany knows of no contractual arrangements which may at a subsequent date result in a change in control of the Corporation.Company.

For the purposes of the tables, beneficial ownership of shares has been determined in accordance withRule 13d-3 of the SEC, under which a person is deemed to be the beneficial owner of securities if he or she has or shares voting or investment power with respect to such securities or has the right to acquire ownership thereof within 60 days. Accordingly,Applicable percentage of ownership is based upon 11,340,653 shares of common stock outstanding as of March 12, 2018, and the relevant number of shares of common stock issuable upon exercise of stock options or other awards which are exercisable or have vested or will be exercisable within 60 days of March 12, 2018. The amounts shown in the tables do not purport to represent beneficial ownership for any purpose other than compliance with SEC reporting requirements.

Security Ownership of Certain Beneficial Owners

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Security Ownership of Directors and Management