DUCOMMUN INC /DE/ 8-K

What Happened

• Ducommun Incorporated announced on May 4, 2026 that its Board appointed Mark A. Caylor as a Class II director, effective immediately, to serve until the 2029 annual meeting of stockholders. He was also appointed to the Board’s Audit Committee. The company will enter its standard indemnification agreement with Mr. Caylor.

Key Details

• Appointment date: May 4, 2026; term expires at the 2029 annual meeting.
• Board/committee role: Member of the Board and the Audit Committee.
• Director compensation (effective April 28, 2026): annual cash retainer of $85,000 (paid quarterly) plus an equity-based annual retainer in restricted stock units equal to $160,000 (value based on the 5-day average closing price before grant, vesting after one year).
• Additional fees: committee retainers $5,000–$12,500 (Audit Committee = $12,500); committee chair retainers $7,500–$17,500; lead independent director retainer $32,000. Mr. Caylor will receive prorated cash and committee fees for the remainder of fiscal 2026 and the equity retainer when granted.
• The company furnished a press release about the appointment as Exhibit 99.1 to the Form 8-K.

Why It Matters

• This filing notifies investors of a change in board composition and an addition to the Audit Committee, which is responsible for oversight of financial reporting and controls. It also discloses a new director compensation mix (cash plus equity) effective April 28, 2026, which is relevant to governance, cash outflows, and potential share-based awards.