UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

(RULE 14A-101)PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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DUCOMMUN INCORPORATED

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Ducommun Incorporated 2021 Proxy Statement

Message to our Shareholders

Stephen G. Oswald

Chairman, President and
Chief Executive Officer

Dear Fellow Shareholders:

200 Sandpointe Avenue | Suite 700 Santa Ana, CA 92707-5759 657.335.3665 www.ducommun.com

Dear Fellow Shareholders, itIt is my pleasure to invite you to the 20212024 Ducommun Incorporated Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”).

Due

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 public health impact ofInternet. We intend to hold our virtual Annual Meeting in a manner that affords shareholders the COVID-19 pandemic,same general rights and out of concern foropportunities to participate, to the health and safety of our shareholders, employees and directors, this year’s annual meeting will be held virtually. extent possible, as they would have at an in-person meeting.

The annual meetingAnnual Meeting will be held on Wednesday, April 21, 202124, 2024 at 9:00 a.m., Pacific Time and you will be able to attend the annual meeting online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/DCO2021DCO2024 and entering your control number. You will not be able to attend the annual meetingAnnual 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 a notice regarding the availability of the proxy materials for the annual meetingAnnual 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.Annual Meeting. The Board of Directors has fixed the close of business on February 23, 2021,26, 2024, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting.

During 2020, I took the opportunity

In 2023, with management continuing to increase my holdingsbuild on its demonstrated track-record of Ducommun stock, personally purchasing 72,500 shares. This activitystrong operational leadership and cost management, along with my other holdings now has me among the top 20 largest shareholderscontinued improvement in the companycommercial aerospace market and certainlya solid defense business, our interests are aligned.shareholders were the beneficiaries of a more than 25% year-over-year increase in market capitalization, a new all-time annual revenue record of approximately $757M, increased margins and a relative total shareholder return that continues to consistently outperform others in our proxy talent peer group. I also want to thankwelcome our newest Board member, David Carter, to the Company. It is the first time our Board has had someone with David’s extensive engineering leadership experience and we are thrilled with the expertise and perspective that he will bring to our Board. Thank you as well to our shareholders for sticking with us in 2020 and supportingtheir support of the company,Company, my team and our boardBoard are excited about the future as we gavehead into our best efforts addressing the many challenges and crises.175^th year of business.

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

Sincerely,

Stephen G. Oswald

Chairman, President and Chief Executive Officer

Ducommun Incorporated 2021 Proxy Statement

DUCOMMUN INCORPORATED

200 Sandpointe Avenue, Suite 700

Santa Ana, California 92707-5759
(657) 335-3665

Ducommun Incorporated 2021 Proxy Statement

Table of Contents

Recent Performance AchievementsREVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:		1
Total Shareholder Return vs. Peers and Selected Indices		1
Our Proxy Peer Group		2
Recent Performance Highlights		2
Proxy Statement		4
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 1-800-690-6903 prior to 11:59 pm on April 23, 2024		BY MAIL Sign the enclosed proxy card and mail it promptly in the enclosed postage- prepaid envelope		AT THE MEETING See page 83 for more information.

Ducommun Incorporated 2021 Proxy Statement

OUR PROXY PEER GROUP

Our relative total shareholder return (“TSR”) compared to the Russell 2000 Index over the 3-year period between 2018 and 2020 was in the 86^th percentile, ranking 235^th out of 2000 companies¹.

RECENT PERFORMANCE HIGHLIGHTS

* Based on 11,332,841 shares outstanding and closing price of $28.45 per share as of December 31, 2017.

** Based on 11,417,863 shares outstanding and closing price of $36.32 per share as of December 31, 2018.

*** Based on 11,572,668 shares outstanding and closing price of $50.53 per share as of December 31, 2019.

**** Based on 11,728,212 shares outstanding and closing price of $53.70 per share as of December 31, 2020.

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* Includes $8.8 million of restructuring charges in 2017, $14.8 million of restructuring charges in 2018 and $2.4 million in 2020.

** Adjusted EBITDA and Backlog are non-GAAP financial measures. For a discussion of these measures and for reconciliation to the nearest comparable GAAP measures, see Appendix A to this Proxy Statement.

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Ducommun Incorporated 2021 Proxy Statement

DUCOMMUN INCORPORATED

200 Sandpointe Avenue, Suite 700

Santa Ana, California 92707-5759

(657) 335-3665

PROXY STATEMENT

We are providing you with these proxy materials in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Ducommun Incorporated of proxies to be used at our 2021 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on April 21, 2021 at 9:00 a.m., Pacific Time online via live audio webcast at www.virtualshareholdermeeting.com/DCO2021. After carefully considering the format of our Annual Meeting and the ongoing public health impact of the coronavirus (“COVID-19”) and to support the health and well-being of our shareholders and employees, our Board concluded to hold the Annual Meeting exclusively online. Our goal for the Annual Meeting is to enable the largest number of shareholders to safely participate in the Annual Meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. We believe we are observing some of the best practices for virtual shareholder meetings, including addressing as many shareholder questions as time allows. Our aim is to offer shareholders rights and participation opportunities during our virtual Annual Meeting that are comparable to those that have been provided at our past in-person annual meetings of shareholders. We intend to return to an in-person format for future shareholder meetings as soon as it is considered safe to do so. To participate in the Annual Meeting, you must go to www.virtualshareholdermeeting.com/DCO2021 and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, shareholders may vote their shares electronically, submit questions, and examine our list of registered shareholders as of the record date by following the instructions available on the meeting website. Please refer to the “Attending the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting online.

This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you areis first 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 2020 Annual Report to Shareholders will be made available to our shareholders on or about March 8, 2021. 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 Notice13, 2024.

2024 Annual Meeting 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 2020 Annual Report to Shareholders. The Notice also contains instructions on how to request a paper copy of the Proxy Statement. We believe this process will allow us to provide you with the information you needShareholders

Date and Time:	Place:	Record Date:
Wednesday, April 24, 2024, at 9:00 a.m. Pacific Time	Online via live audio webcast at www.virtualshareholdermeeting.com/DCO2024	February 26, 2024

Admission: To participate in a timely manner, while conserving natural resources and lowering the costs of the Annual Meeting.

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

(1) Election of the one director named in this Proxy Statement to serve on the Board until the Company’s 2024 Annual Meeting and until her successor has been elected and qualified;

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

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(3) Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2021; and

(4) 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 director nominee named in this Proxy Statement and “FOR” each of the other proposals.

Holders of our common stock as of the close of business on February 23, 2021 (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 11,833,064 shares of Common Stock, $.01 par value per share (the “Common Stock”). If you are a stockholder of record, there are several ways for you to vote your shares or submit your proxy:

(1) By Telephone—You can vote by telephone by calling (800) 690-6903 and following the instructions on the Notice or proxy card;

(2) By Internet—You can vote over the Internet before the Annual Meeting by visiting www.proxyvote.com by following the instructions on the Notice or proxy card;

(3) At the Annual Meeting—You can vote your shares online during the Annual Meeting, by followingshareholders will need the instructions provided16-digit control number included on their proxy card, the meeting website during the Annual Meeting;

(4) 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 aNotice or voting instruction form, or to contact their bank, broker or other nominee you must follow(preferably at least 5 days before the instructions of your bank, broker or other nomineeAnnual Meeting) and obtain a “legal proxy” in order for your shares to be voted. Shares held beneficially may be votedable to attend, participate in, or vote at the Annual Meeting.

Meeting Agenda and Voting Matters

2023 Performance and Ten-Year Highlights

For the year ended December 31, 2023 and as we head into our 175^th year, Ducommun attained more than a 25% increase in its market capitalization, all-time high revenue levels and an impressive 13% increase in gross profit over the prior year. We continued to effectively leverage many of our successes from the post-pandemic years and continued to benefit from offloading from defense primes, which we believe positions Ducommun very well moving forward. In addition, our cost actions and lean organizational structure continued to provide significant value, with our selling, general and administrative (“SG&A”) expense placing us among the lowest of our proxy talent peer group as a percentage of revenue, especially at the corporate level, and the continued implementation of a major restructuring initiative expected to accelerate the achievement of our strategic goals and objectives. 2023 also marked the sixth 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:

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2014 - 2023 Shareholder Value by Market Capitalization (in $millions)(1)		2014 - 2023 Net Revenue (in $millions)
2014 - 2023 Employee Count and Net Revenue per Employee		2014 - 2023 Gross Profit (in $millions)
2014 - 2023 Gross Profit Margin		2014 - 2023 Adjusted EBITDA (in $millions)(2)

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2014 - 2023 Adjusted EBITDA Margins(2)		2014 - 2023 Backlog (in $millions)(2)

	(1)	2023 data based on 14,600,766 shares outstanding and closing price of $52.06 per share as of December 31, 2023.
	(2)	Adjusted EBITDA, Adjusted EBITDA Margins and Backlog 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.

Total Shareholder Return vs. Proxy Talent Peers and Russell 2000

Our relative total shareholder return compared to the Russell 2000 Index over the 3-year period between 2021 and 2023 was in the 50^th percentile, ranking 859^th out of 1,720 companies.⁽³⁾

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Information About the Board of Directors

Ducommun is very proud that women and an individual from an underrepresented background collectively comprise over 40% of our Board of Directors (the “Board”), and will collectively comprise 50% of our Board immediately following the election of directors at the Annual Meeting only if you obtain a legal proxy fromafter the broker or nominee giving you the right to vote the shares.

If you vote by proxy, the individuals named on the proxy card will vote your sharesretirement of Mr. Jay Haberland. The tenure of our directors, our Board’s overall gender and racial diversity and its independence are summarized in the manner you indicate. Each shareholder may appoint only one proxy holder or representative to attendgraphs below.

Directors’ Tenure (Pre-Annual Meeting)		Director Diversity & Independence (%) (Pre-Annual Meeting)

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Directors’ Tenure (Post-Annual Meeting)		Director Diversity & Independence (%) (Post-Annual Meeting)

Corporate Governance Highlights

Executive Compensation Highlights

Our executive compensation program is oriented towards a pay-for-performance approach. In 2023, performance-based compensation represented a significant percentage of the Annual Meeting on his or her behalf. 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 casttotal target compensation 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, and you may specify whether your shares should be voted for or against each of the other proposals.named executive officers.

If you submit a proxy without indicating your instructions, your shares will be voted as follows: (1) “FOR”

2023 Target Pay Mix^*

CEO Target Compensation Mix		Other NEO Target Compensation Mix

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Environmental and Safety Highlights

Over the election of the one director named in the Proxy Statement to serve on the Board until the Company’s 2024 Annual Meeting of Shareholdersfour-year period between January 1, 2019, and until her successor has been elected and qualified, (2) “FOR” approval of the Company’s executive compensation on an advisory basis, (3) “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021,2023, Ducommun’s lost time incident rate⁽⁴⁾ dropped to zero, which was a remarkable achievement, and (4)our total recordable incident rate⁽⁵⁾ decreased by approximately 75%:

Between 2019 and 2023, there was an impressive 34% decrease 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) voting over the internet during the virtual Annual Meeting.

In order to conduct business at the Annual Meeting, a “quorum” must be established. A quorum is a majorityour combined Scope 1 and 2 greenhouse gas emissions, and an approximately 16% reduction in voting power of the outstanding shares of Common Stock entitled to vote at the Annual Meeting. Shares of Common Stock that reflect both abstentions and broker non-votes will be treated as present and entitled to vote for the purposes of establishing a quorum. “Broker non-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 broker non-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 presentDucommun’s total energy usage:

	(4)				Lost time incidents are defined as incidents that resulted in days away from work. This measure is similar to the days away, restricted or transferred metric utilized by the Occupational Safety and Health Administration. The annual lost time incident rate is calculated by dividing the total number of lost time injuries in a year by the total number of hours worked in a year.
	(5)	The total recordable incident rate is calculated by multiplying the annual number of OSHA Recordable Cases by 200,000, and dividing the product by the total hours worked by all employees during the year. The number 200,000 is used in the calculation to represent the number of hours worked in a year by 100 employees working 40 hours per week over 50 weeks, which provides the basis for calculating the incident rate for the entire year.

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Ducommun Incorporated 2021This Proxy Statement

for purposes of establishing a quorum and may be entitled to vote on other proposals. However, in certain circumstances, such as includes forward-looking statements within the appointmentmeaning of the independent registered public accounting firm,Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding the broker, bank or other nominee has discretionary authorityfuture results of our operations, expected benefits of our restructuring plan, and therefore, is permitted to vote your shares even if the broker, bank or other nominee does not receive voting instructionsour corporate responsibility, including our Corporate Environmental Responsibility (“CER”) Program, sustainability, employees, environmental matters, policy, procurement, philanthropy, data privacy and cybersecurity, and business risks and opportunities, as well as statements from you.

Agenda items relating to the election of directorsthird parties about our CER performance and the approval of the Company’s executive compensation on an advisory basis 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.

In the election of directors, the candidate receiving the highest number of votes will be elected. Abstentions and broker non-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, and 3, whereas broker non-votes will not affect the outcome of Proposal 2.

We intend to solicit proxies by mail, telephone, facsimile, and internet. D. F. King & Co., Inc. has been retained to assistrisk profile made in the solicitation of proxies for which it will be paid a fee of approximately $7,500 plus reimbursement of out-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 Company.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on April 21, 2021.

The Notice of Annual Meeting, this Proxy Statement are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Forward-looking statements are not guarantees or promises that goals or targets will be met. Actual results could differ materially for a variety of reasons. In addition, historical, current, and forward-looking sustainability-related statements may be based on current or historical goals, targets, aspirations, commitments, or estimates; standards for measuring progress that are still developing; diligence, internal controls, and processes that continue to evolve; data, certifications, or representations provided or reviewed by third parties, including information from acquired entities that is incomplete or subject to ongoing review or has not yet been integrated into our reporting processes; and assumptions that are subject to change in the future. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2023 Annual Report on Form 10-K under the heading “Risk Factors”. Website references throughout this Proxy Statement are provided for convenience only, and the 2020 Annual Report to Shareholders are

available at

http://materials.proxyvote.com/264147.

content on the referenced websites is not incorporated by reference into this document.

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member from an underrepresented background currently comprise over 40% of our Board, and will collectively comprise 50% of our Board immediately following the election of directors at the Annual Meeting.

The Corporate Governance and Nominating Committee supports the Board’s commitment to engaging a diverse field of director candidates. As Board seats become available, the Corporate Governance and Nominating Committee will continue to actively identify qualified women and individuals from underrepresented communities to include in the pool from which Board nominees are chosen. The Corporate Governance and Nominating Committee is confident that with this commitment will contribute to better representation and higher visibility for individuals with diverse perspectives and personal characteristics will have significantly better representation and visibility within the pool of director candidates from which future Board members will be selected and nominated.characteristics.

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In evaluating director candidates and considering incumbent directors for re-nomination to the Board, the Corporate Governance and Nominating Committee has consideredreviewed a variety of factors. These includefactors, including each nominee’s independence, financial literacy, personal and professional accomplishments, and experience. Below is a matrix of the skills represented by our Board’s skills:director nominees and continuing directors.

	Oswald	Baldridge	Carter	Drazba	Ducommun	Flatt	Kramer	Strycker
Senior Leadership Significant experience leading organizations, developing business strategies and talent
Global/International Global business and international experience necessary for expanding the footprint of the organization
Financial Expertise with complex financial transactions and optimizing capital structures
Aerospace & Defense Industry Industry experience that provides insight on issues unique to the A&D industry
Manufacturing Experience managing the operations of a complex A&D business
Technology Experience identifying technological advances that may affect our business
Strategy, Business Development and M&A Experience with identifying M&A targets that will advance strategic objectives
Product Marketing/Innovation Experience in new product development and growing market share
Cybersecurity/Information Security Experience with successfully implementing and overseeing measures to prevent data breaches
Human Capital Expertise in compensation design and managing human capital issues
Sustainability Experience in the areas of environmental impact, corporate responsibility or sustainability strategies
Public Company Board Understanding of the extensive and complex oversight responsibilities of public company boards to protect the interests of shareholders based on experience serving on other public company boards

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Directors’ Backgrounds and Qualifications

The following information is furnished as of February 23, 2021,March 13, 2024, with respect to each person who is a nominee for election to the Board, as well as our other five directors whose terms of office will continue after the Annual Meeting.

Nominees For Election

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Richard A. Baldridge		Age: 62		Director Since: 2013 Term Expires:  2023		Committees: Audit and Innovation
President and Chief Executive Officer, ViaSat, Inc.		Mr. Baldridge is President and Chief Executive Officer of Viasat, Inc. (“Viasat”), a global communications company. Mr. Baldridge joined Viasat in 1999 as Vice President and Chief Financial Officer, added the positions of Executive Vice President and Chief Operating Officer in 2000, was appointed President in 2003 and then named Chief Executive Officer in November 2020. Prior to joining ViaSat, Mr. Baldridge was a senior executive of Raytheon Corporation’s Training Systems Division and Hughes Information 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 Executive 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 Company’s business.

SHEILA G. KRAMER Chief Human Resources Officer, Donaldson Company, Inc.   Robert C. DucommunAge: 64 Director Since: 2021 Term Expires: 2024 Committees: •  Corporate Governance & Nominating and Compensation		Professional background Ms. Kramer has been the Chief Human Resources Officer of Donaldson Company, Inc., a provider of engine and industrial filtration solutions, since January 2020. Ms. Kramer joined Donaldson Company, Inc. in October 2015 as its Vice President, Human Resources. From 2013 to 2015, Ms. Kramer was Vice President, Human Resources of Taylor Corporation, a premier provider of interactive printing and marketing solutions to more than half of Fortune 500 companies. Before joining Taylor Corporation, Ms. Kramer spent approximately 22 years in various leadership roles at Lifetouch, Inc. one of the world’s largest employee-owned photography companies.   Key qualifications As the current Chief Human Resources Officer of Donaldson Company, Inc., Ms. Kramer contributes to the Board extensive senior leadership experience as well as direction on human capital issues pertinent to Ducommun’s C&ER program.

DAVID B. CARTER Senior Vice President, Engineering, Pratt & Whitney Company, Inc. (Ret.) Age: 6965 Director Since: 2024 Term Expires: 2024 Committee: •  Innovation

Professional background Mr. Carter is the retired Senior Vice President of Engineering, Pratt & Whitney Company, Inc., an aerospace manufacturer that is a subsidiary of Raytheon Technologies Corporation, a position he occupied for four years until his retirement in 2019. Mr. Carter was previously the Senior Vice President, Engineering, Operations and Quality at UTC Aerospace Systems from 2015 to 2016 and served as its Vice President, Engineering and Technology from 2012 to 2015. Key qualifications As former Senior Vice President, Engineering at Pratt & Whitney, Mr. Carter brings to the Board his experience in all aspects of technology development, product design and certification, and an understanding of the defense markets that Ducommun serves.

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Continuing Directors

RICHARD A. BALDRIDGE Vice Chairman, Viasat, Inc. (Ret.) Age: 65 Director Since: 19852013 Term Expires:  2022 2026 Committees: •  Audit and Innovation

Professional background Mr. Baldridge served as Vice Chairman of Viasat, Inc., a global communications company, from July 2022 until his retirement in June 2023. Mr. Baldridge joined Viasat in 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000, as Executive Vice President and Chief Operating Officer from 2002, as President and Chief Operating Officer from 2003, and as President and Chief Executive Officer from November 2020 until June 2022. In July 2022, Mr. Baldridge was appointed Vice Chairman of Viasat until his retirement in June 2023. Before joining Viasat, Mr. Baldridge was Vice President and General Manager of Raytheon Corporation’s Training Systems Division, and he held executive roles with Hughes Information Systems and Hughes Training Inc. before they were acquired by Raytheon in 1997. Mr. Baldridge is also a director of EvoNexus, a non-profit business incubator. Key qualifications From his almost 25 years of experience in executive leadership roles at 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 that Ducommun serves. Other public company directorships Viasat (since 2016)

	ROBERT C. DUCOMMUN Business Advisor Age: 72 Director Since: 1985 Term Expires: 2025 Committees: •Audit and Corporate Governance & Nominating (Chair)
Business Advisor		Professional background Mr. Ducommun is a Business Advisor and has served in that capacitybeen an independent business advisor for over 30 years. Mr. DucommunHe was previously the Chief Financial Officer for several private companies and a management consultant with McKinsey & Company.   Key qualifications 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 Company, as well as providingand also provides guidance on various ESGcorporate and environmental responsibility (“C&ER”) initiatives.

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STEPHEN G. OSWALD

Chairman, President and Chief Executive Officer

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	DEAN M. FLATT LEAD DIRECTOR President, Defense & Space, Honeywell International, Inc. (Ret.) Age: 73 Director Since: 2009 Term Expires:  2022		Term Expires: 2025 Committees: •Corporate Governance & Nominating and Compensation (Chair)
President, Defense & Space, Honeywell International, Inc. (Ret.)		Professional background Mr. Flatt is the retired President, Defense & Space of Honeywell International, Inc. (“Honeywell”), a position he occupied from July 2005for three years until his retirement in July 2008. Mr. Flatt was previously President, Aerospace Electronic Systems and President, Performance Materials of Honeywell. Mr. Flatt is` a Director of Curtiss-Wright Company where he serves on its Audit Committee and Executive Compensation Committee. Key qualifications 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 Company’s business.
Other public company directorships Curtiss-Wright Company (since 2012)

SAMARA A. STRYCKER Senior Vice President, Corporate Controller and Treasurer, Navistar International Corporation   Jay L. HaberlandAge: 52 Director Since: 2021 Term Expires: 2026 Committee: •  Audit (Chair)		Professional background Age: 70Ms. Strycker has been the Senior Vice President, Corporate Controller and Treasurer of Navistar International Corporation, a leading manufacturer and solutions provider for commercial trucks and engines, since January 2022. Previously, Ms. Strycker was the Senior Vice President and Corporate Controller of Navistar International Corporation between August 2014 and January 2022. Between 2008 and 2014, Ms. Strycker served in various controllership roles at General Electric’s Healthcare Division. Before joining General Electric, Ms. Strycker spent approximately 15 years as an auditor with PricewaterhouseCoopers LLP.		Director Since: 2009Key qualifications Term Expires:  2022		Committees: Compensation and Audit (Chair)
As Senior Vice President, United Technologies Corporation (Ret.)		Mr. Haberland is the retired Vice President, Business Controls of United Technologies Corporation, a position he held from 2003 until his retirement in 2008. Mr. Haberland was previously the Chief Financial Officer of Sikorsky Aircraft Company, a subsidiary of United Technologies Corporation (“UTC”), and Vice President, Chief Financial Officer,Corporate Controller and Chief Accounting OfficerTreasurer of UTC. Mr. Haberland also served as a director of Wesco Aircraft Holdings, Inc. priorNavistar International Corporation, Ms. Strycker contributes to its acquisition by Platinum Equity. As the former Chief Financial Officer of one of the world’s largest helicopter manufacturers, the former Chief Accounting Officer of a world-wide diversified manufacturer, and as a certified public accountant, Mr. Haberland provides the Board with significant expertise inextensive senior leadership experience and financial and accounting matters, as well as substantial international experience.
expertise.

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Ducommun Incorporated 2021 Proxy Statement

Director Independence

The Board met five times in 2020. All directors attended over ninety percent (90%) of all Board meetingsOur Corporate Governance Guidelines provide that a majority, and committee meetingspreferably at least two-thirds, of the Board of which they were members during 2020. We strongly encourage all directors to attend the Annual Meeting of Shareholders, and all eight of the directors at the time attended the 2020 Annual Meeting of Shareholders. We have a policy of holding regularly scheduled executive sessions of non-management directors following each regularly scheduled meeting of the full Board. Additional executive sessions of non-management directors maymust be held from time to time as required.independent. The director currently serving as the presiding director during executive sessions is Mr. Flatt, the Lead Independent Director of the Board. The graphic below depicts the attendance of directors at Board and committee meetings held in 2020:

As illustrated below, the Board has determined that each of Ms.Mmes. Drazba, Kramer and Strycker, as well as Messrs. Baldridge, Churchill,Carter, Ducommun, Flatt, and Haberland qualify as independent directors under the independence standards ofas defined in the New York Stock Exchange’s (“NYSE”) listing standards and that Mr. Robert Paulson qualified as an independent director under NYSE listing standards during the period he served on the Board until his retirement in May 2020.

standards.

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Ducommun Incorporated 2021 Proxy Statement

Director Stock Ownership Policy

The Board has adopted, and recently updated, a stock ownership requirement covering all non-employee directors. Under the revised policy, non-employee directors must acquire and hold shares of our common stock equal in value to at least five times the annual Board cash retainer paid to all non-employee directors. Non-employee directors are expected to meet the holding requirements of the updated stock ownership guidelines by December 31^st of the fifth year following their initial election to the Board. Under the updated guidelines, a non-employee director’s stock ownership is valued based on the average trading price of our stock over a twelve-month period ending on December 31^st of each calendar year. All directors are in compliance or have additional time in which to comply with the updated stock ownership guidelines.

BOARD LEADERSHIP STRUCTURE

Our Bylaws provide the Board with the discretion to elect a Chairman who may or may not be one of our officers. This providesflexibility enables the Board with flexibility to decide what leadership structure is in our best interests at any point in time and thegiven time. The Board periodically reviews theits structure of Board and our leadership as part of theits succession planning process. Below is an overview of our Board leadership structure:

At our 2018 Annual Meeting, the Board appointed Mr. Oswald to the position of Chairman, and Mr. Oswald has served as Chairman since held both the Chairman and Chief Executive Officer (“CEO”) roles. our 2018 annual meeting.

The independent members of the Board have determined that, at this time, having the same person serve as Chairman and CEO provides us with a morean efficient leadership structure when combined with an active lead independent director as such a structurebecause it allows the Board to benefit from the CEO’s extensive knowledge of our business and strategy, promotes alignment between the Board and management on corporate strategy, facilitates management’s effective execution of that strategy, facilitates communications and relations with other members of senior leadership, and also bolsters the quality of our governance. In the future, however, the roles of Chairman and CEO may be filled by the same or different individuals.

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Ducommun Incorporated 2021 Proxy Statement

The Board also believes that strong, independent leadership and oversight of management is an important component of an effective Board. To that end, the Board hasindependent directors have elected Dean M. Flatt as the Lead Independent Director with significant leadership authority and responsibilities, including those as set forth below:below.

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THE BOARD’S ROLE IN RISK OVERSIGHTThe Board’s Role in Risk Oversight

The Board of Directors oversees risk management as a wholeboth collectively and through its Committees.individual committees. The Board regularly reviews information regarding, and risks associated with, our operations, liquidity, cybersecurity, and environmental, socialCorporate and governanceEnvironmental Responsibility (“ESG”C&ER”) issues. In addition, in 2020, the Board received monthly updates from management relating to risks related to COVID-19program and measures implemented to protect the health and safety of employees and maintain supply chains, and was thereforeis highly engaged with management in identifying and overseeing such measures. Moreover, the scopematters.

As part of the Board’s oversight regarding COVID-19 spanned,role in overseeing the Company’s enterprise risk management (“ERM”) program, it devotes time and continuesattention to span,cybersecurity and data privacy related risks in conjunction with the Innovation Committee. The Board and the aforementioned committee receive reports on cybersecurity, data privacy and technology-related risk exposures from management, including our head of Information Technology (“IT”) and security, at least once a broad range of matters,year and more frequently as applicable.

We have an enterprise-wide approach to addressing cybersecurity risk, including protecting the healthinput and safetyparticipation from management and support from our IT Steering Committee that is composed of our employees, evaluatingSenior Vice President Electronic and Structural Systems, Chief Financial Officer, General Counsel, Chief Human Resources Officer, Vice President Supply Chain Management, and Chief Information Security Officer (Head of IT and Cybersecurity). Our cybersecurity risk management program leverages the impactNational Institute of Standards and Technology Framework which is augmented with Cybersecurity Maturity Model Certification components to meet our particular needs. We regularly assess the pandemicthreat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on strategy, operations, capital allocation, liquidityprotection, detection, and financial matters, succession planning matters, interruptions in supply chains and financial markets, and monitoring continued compliance with applicable laws.mitigation. Our IT security team, which is composed of internal resources, reviews enterprise risk management-level cybersecurity risks at least annually.

While the full Board has the ultimate oversight responsibility for the risk management process, various Board Committeescommittees also have responsibilities for risk management inoversight responsibilities over certain substantive areas. In particular,The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks. Accordingly, 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, as appropriate, and additional review or reporting on enterprise risks is conducted as needed or as requested by the Board or the Audit Committee. The Compensation Committee annually reviews our overall compensation programs and their effectiveness in aligning executive pay with performance in the interests of shareholders, as well as social and human capital-relatedBoard’s risk oversight issues. The Corporate Governance and

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Ducommun Incorporated 2021 Proxy Statement

Nominating Committee reviews and makes recommendations tofunction did not significantly impact its selection of the Board concerning ourcurrent leadership structure, director independence and oversees ESG issues. The Innovation Committee is responsible for assisting the Board in fulfilling its oversight responsibilities concerning technology-related opportunities and issues of strategic importance to us.structure. The key risk oversight responsibilities of each of the Board’s committees are depicted in the diagram below.below:

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Nominating Process

The Corporate Governance and Nominating Committee believes that all Committee-recommended nominees for election as a director of Ducommun must, at a minimum, have:

•		relevant experience and expertise;
•	sound judgment;
•	a record of accomplishment in areas relevant to our business activities;
•	unquestionable integrity;
•	15 | P a g ecommitment to representing the interests of our shareholders in the fulfillment of our goals and objectives;
•	independence, and the absence of potential conflicts with Ducommun’s interests;
•	the willingness to devote sufficient time, energy, and attention in carrying out the duties and responsibilities of a director; and
•	the willingness to serve on the Board for an extended period of time.

Ducommun Incorporated 2021 Proxy StatementIn identifying candidates to serve on the Board, the Corporate Governance and Nominating Committee follows the process delineated in the diagram below.

In prior years, the Corporate Governance and Nominating Committee determined that the Board would benefit from additional expertise in the areas of product strategy, human capital management and finance. The committee retained Spencer Stuart, an outside search firm, to conduct searches for the best qualified candidates in these fields, which utilized a disciplined process that included research and reviewing the firm’s global database and network of contacts. As a result, Spencer Stuart’s searches identified Ms. Drazba, Ms. Kramer and Ms. Strycker from competitive pools of candidates.

More recently, the Corporate Governance and Nominating Committee determined that the Board would benefit from additional expertise in the areas of engineering, product development and additional functional expertise. Accordingly, the committee once again retained Spencer Stuart to conduct a search for the best qualified candidates in these fields and as a result of its process, identified Mr. Carter from a competitive pool of candidates.

All director candidates considered for nomination by the Corporate Governance and Nominating Committee must complete a questionnaire, provide such additional information as the committee may request, and meet with our sitting directors.

The CompensationCorporate Governance and Nominating Committee reviewswill consider director candidates recommended by shareholders in accordance with the risks associated withprocedures set forth in Article II Section 13 of our compensation policiesAmended and practicesRestated Bylaws. Shareholders may submit the name of individuals for executive officers and employees generally. The Compensation Committee didconsideration as a director candidate not identify any risks arising from these policies and practices that are reasonably likelylater than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred twentieth (120^th) day prior to have a material adverse effect on us. In the course of its review, the Compensation Committee considered various featuresfirst anniversary of the compensation policiespreceding year’s annual meeting. The Corporate Governance and practicesNominating Committee considers and evaluates candidates recommended by shareholders in the same manner that discourage excessive risk taking, including, but not limited to, the following:it considers and evaluates other director candidates.

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Ducommun Incorporated 2021 Proxy Statement

Committees of the Board of Directors

COMMITTEES OF THE BOARD OF DIRECTORS

The Board is responsible for overseeing our enterprise risk management program, including but not limited to cybersecurity risks, and ESG issues. These responsibilities are fulfilled both directly and indirectly through the Board’s standing committees, each of which assists in overseeing a part of our overall risk management.

We have four standing Board committees: the Audit, Committee, the Compensation, Committee, the Corporate Governance and Nominating, Committee, and Innovation. All committees, other than the Innovation Committee.Committee, are made up entirely of independent directors. The membership, specific roles and responsibilities, and other information related to each committeecharters for all four committees are summarizedavailable on our website at https://investors.ducommun.com/corporate-governance. Shareholders may request paper copies of any charter by contacting Ducommun Incorporated, 200 Sandpointe Avenue, Suite 700, Santa Ana, California 92707-5759, Attention: Corporate Secretary.

Audit Committee

Seven meetings in the table below and described in the pages that follow.

2023 (100% attendance)

	DirectorSAMARA A. STRYCKER Chair		Audit CommitteeMembers		Compensation Committee		Corporate Governance & Nominating Committee		Innovation Committee
Richard A. Baldridge		X						X
Gregory S. Churchill						X		X*
Shirley G. Drazba				X				X
Robert C. Ducommun		X				X*
Dean M. Flatt				X*		X
Jay L. Haberland		X*		X
Stephen G. Oswald								X

* Committee Chair

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Compensation Committee

Four meetings in 2023 (100% attendance)

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Ducommun Incorporated 2021 Proxy Statement

Compensation Committee
DEAN M. FLATT Chair   Dean M. Flatt ChairMembers   Members Shirley G. Drazba Jay L. Haberland Sheila G. Kramer		All of the members of the Compensation Committee meet the independence criteria of the NYSE’s listing standards.standards and the additional requirements for compensation committee members prescribed by the SEC.   The Compensation Committee is governed by a charter which was adopted by the Board and is available on the Company’s website at https://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. In accordance with its charter, the Compensation Committee performs the following functions:   • •   Oversees our compensation philosophy, policies and programs; • •   Reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals, and determines and approves the CEO’s compensation level based on this evaluation; • •   Approves the compensation of other executive officers based on the recommendation of the CEO, and approves the terms and grantgrants of equity awards; • Selects and retains an independent compensation consultant, currently, Willis Towers Watson, to provide consulting services relating to our executive compensation program; • •   Administers and makes recommendations to the Board with respect to our incentive compensation plans for executive officers and employees generally; • •   Reviews and approves employment and severance agreements for executive officers, including change-in-control provisions, plans or agreements; • •   Reviews our succession plans relating to the CEO and other executive officers, in consultation with the Corporate Governance and Nominating Committee; • •   Oversees our social and human capital, relateddiversity and inclusion and social programs and associated risks; • •   Reviews our Compensation Discussion and Analysis and related disclosures that require inclusionare included in our annual report and proxy statement as required by Securities and Exchange Commission (“SEC”)SEC rules; • •   Assesses whether compensation consultants involved in recommending executive or director compensation raise any conflict of interest issues that require disclosure in our annual report and proxy statement; and • •   Oversees the evaluation of our management in conjunction with the Corporate Governance and Nominating Committee. The Compensation Committee met six times in 2020.

Corporate Governance and Nominating Committee

Three meetings in 2023 (100% attendance)

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Ducommun Incorporated 2021 Proxy Statement

Corporate Governance and Nominating Committee
ROBERT C. DUCOMMUN Chair   Robert C. Ducommun ChairMembers   Members Gregory C. Churchill Dean M. Flatt Sheila G. Kramer		All of the members of the Corporate Governance and Nominating Committee meet the independence criteria of the NYSE’s listing standards.   The Corporate Governance and Nominating Committee is governed by a charter which was adopted by the Board and is available on the Company’s website at https://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. In accordance with its charter, the Corporate Governance and Nominating Committee performs the following functions:   • •   Recommends criteria for identifying candidates for the Board, and identifies, recruits, and reviews the qualifications of such candidates; • •   Assesses the contributions and independence of incumbent directors and recommends them for reelection to the Board; • •   Develops and recommends corporate governance principles to the Board, and reviews and recommends changes to those principles as necessary; • •   Makes recommendations to the Board relating to the structure, composition and functioning of the Board and its committees; • •   Recommends candidates for appointment to Board committees; • •   Reviews the compensation of directors for service on the Board and its committees, and recommends changes thereto; • •   Oversees ESGC&ER initiatives, and reviews and makes recommendations to management relating to such issues; • •   Reviews our succession plans relating to the CEO and other executive officers, in consultation with the Compensation Committee; and • •   Oversees the performance of the Board and our management team. The Corporate Governance and Nominating Committee met three times during 2020. team in conjunction with the Compensation Committee.

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