Form 8-K
8-K — DUCOMMUN INC /DE/
Accession: 0001193125-26-204253
Filed: 2026-05-04
Period: 2026-05-04
CIK: 0000030305
SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d105242d8k.htm (Primary)
EX-99.1 (d105242dex991.htm)
GRAPHIC (g105242g0502095100037.jpg)
GRAPHIC (g105242g0502095101432.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d105242d8k.htm · Sequence: 1
8-K
DUCOMMUN INC /DE/ false 0000030305 0000030305 2026-05-04 2026-05-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2026
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
001-08174
95-0693330
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
600 Anton Blvd., Suite 1100
Costa Mesa, California
92626-7100
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (657) 335-3665
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $.01 par value per share
DCO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02(d)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2026, the Company’s Board of Directors (the “Board”) appointed Mark A. Caylor as a Class II Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2029 and until his successor is elected and qualified. In connection with Mr. Caylor’s appointment, he has been appointed to serve as a member of the Board’s Audit Committee.
The Company is unaware of any arrangements or understandings between Mr. Caylor, on the one hand, and any other person, on the other hand, pursuant to which Mr. Caylor was selected as a director of the Company, nor does Mr. Caylor have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Caylor’s service as a director, he will be compensated on the same basis as other non-employee directors of the Company. Effective April 28, 2026, the Company’s non-employee directors will be paid a mix of cash and equity for their service on the Board, consisting of: an annual cash retainer of $85,000 to be paid in equal increments on a quarterly basis; an equity-based annual retainer in the form of restricted stock units for a number of shares equal in value to $160,000 based on the average closing price of the Company’s common stock over the five trading days preceding the date of grant, typically occurring on or shortly after the date of the Company’s annual meeting of stockholders, and vesting on the one-year anniversary of the date of grant; committee retainer fees ranging from $5,000 to $12,500 ($12,500 in the case of the Board’s Audit Committee); an additional retainer for committee chair roles, ranging from $7,500 to $17,500; and an additional retainer for the lead independent director of $32,000. Accordingly, Mr. Caylor will receive proportionate amounts of the foregoing annual cash retainer and committee retainer fees for the remainder of fiscal year 2026 and an equity-based annual retainer when such retainers are granted to other non-employee directors, as applicable. In connection with his appointment, the Company will enter into its standard form of indemnification agreement with Mr. Caylor, which among other things, requires the Company to indemnify Mr. Caylor to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to his service as a director of the Company and to advance any expenses incurred by Mr. Caylor in connection with any such proceedings.
Item 7.01
Regulation FD Disclosure.
On May 4, 2026, the Company issued a press release regarding Mr. Caylor’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Title and Description
99.1*
Ducommun Incorporated press release issued on May 4, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUCOMMUN INCORPORATED
(Registrant)
Date: May 4, 2026
By:
/s/ Rajiv A. Tata
Rajiv A. Tata
Vice President, General Counsel & Corporate Secretary
EX-99.1
EX-99.1
Filename: d105242dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Ducommun Incorporated Appoints Mark A. Caylor to its
Board of Directors
Former Corporate Vice President and President of Northrop Grumman’s Mission Systems Sector Provides
Defense Industry and Financial Expertise to Support
Ducommun’s Growing Missile and Radar Franchise
The Ducommun Board Has Now Added 6 New Directors in the Past 5 Years
Costa Mesa, Calif., May 4, 2026 (GLOBE NEWSWIRE) — Ducommun Incorporated (NYSE: DCO)
(“Ducommun” or the “Company”), a global supplier of Engineered Products, Aftermarket and Value-Added Manufacturing Solutions for the aerospace and defense industry, announced today that in support of the Company’s
VISION 2027 Strategy and as part of its ongoing board refreshment process, Mark A. Caylor has been appointed as an independent member of the Company’s Board of Directors (the “Board”), effective May 4, 2026.
“We are thrilled that Mark Caylor will be joining our Board of Directors,” said Stephen G. Oswald, chairman, president and chief executive
officer. “He has an exceptional track record within the aerospace and defense industry and brings valuable expertise to Ducommun’s Board as we continue to execute on our VISION 2027 Strategy. Mark has extensive engineering, corporate
strategy and mergers and acquisitions leadership experience at a key defense prime, Northrop Grumman, and will be critical to our efforts to both grow organically and through acquisition now and in the future. I am also delighted to have finished
our board refresh with an outstanding leader like Mark”.
Mr. Caylor is a seasoned aerospace and defense executive with over 35 years of
experience in driving, planning and executing corporate strategy, and identifying and capitalizing on global market opportunities that drive revenue and profitable growth. Mr. Caylor has served as a director on the board of LightPath
Technologies, Inc., since October 2025 and retired as Corporate Vice President and President of Northrop Grumman’s Mission Systems Sector, a supplier of advanced sensing, processing and communications technologies for defense customers across
the United States and Europe in 2024. Prior to that, Mr. Caylor served as President, Enterprise Services and Chief Strategy Officer, leading Northrop Grumman’s corporate strategy, mergers and acquisitions and shared services functions,
joining Northrop Grumman in 2002.
Mr. Caylor earned his bachelor’s degree in aeronautical and astronautical engineering from the
Massachusetts Institute of Technology, and a master’s degree in aeronautics and astronautics from the California Institute of Technology. He later earned a master’s degree in business administration from UCLA’s Anderson School of
Management before starting his career in 1988 at Hughes Aircraft Company, which was subsequently acquired by the Boeing Company.
Mr. Caylor
commented: “It’s exciting to join Ducommun as it continues its successful transformation over the past several years by sharpening its strategic focus and reshaping its portfolio towards higher growth and margin areas. Having worked in
the aerospace and defense industry for decades, I know and respect Ducommun’s well-earned reputation as a leading supplier of innovative value-added manufacturing solutions, and I am honored to join its Board of Directors. I am eager to
work with Steve and the rest of the Board as they continue to execute the VISION 2027 Strategy to drive long-term value for shareholders.”
This
appointment is part of Ducommun’s Board refreshment program designed to help ensure that the Company’s Board has the best mix of skills and experience necessary to support Ducommun’s leadership team in driving VISION 2027 and
shareholder value. The Corporate Governance and Nominating Committee conducted a thorough search with the assistance of a leading independent search firm, who evaluated over fifty prospects for this role. This process spanned several months and
culminated in Mr. Caylor being identified from among several highly qualified candidates.
Ducommun’s Board and management team have overseen a
successful business transformation over the past nine years and are well positioned to continue to focus on driving sustained shareholder value through execution of the Company’s VISION 2027 Strategy.
About Ducommun Incorporated
Ducommun Incorporated
delivers engineered products, aftermarket and innovative value-added manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the company specializes in two core areas – Electronic Systems and
Structural Systems – to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit Ducommun.com
Forward Looking Statements
This press release
includes “forward looking statements” within the meaning of the federal securities laws relating to Ducommun Incorporated, including statements about its VISION 2027 Strategy, expected growth both organically and through acquisition, and
similar expressions that concern Ducommun’s intentions or beliefs about future occurrences, expectations, or results. Forward looking statements are subject to risks, uncertainties and other factors that may change over time and may cause
actual results to differ materially from those that are expected. It is very difficult to predict the effect of known factors, and Ducommun cannot anticipate all factors that could affect actual results that may be important to an investor. All
forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed in our reports filed with the Securities and Exchange Commission. The forward-looking statements
included in this press release are made only as of the date of this press release, and Ducommun does not undertake any obligation to (and expressly disclaims any such obligation to) update the forward-looking statements to reflect subsequent events
or circumstances.
CONTACTS:
Suman Mookerji,
Senior Vice President, Chief Financial Officer, 657.335.3665
GRAPHIC
GRAPHIC
Filename: g105242g0502095100037.jpg · Sequence: 6
Binary file (8393 bytes)
Download g105242g0502095100037.jpg
GRAPHIC
GRAPHIC
Filename: g105242g0502095101432.jpg · Sequence: 7
Binary file (3355 bytes)
Download g105242g0502095101432.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 9
v3.26.1
Document and Entity Information
May 04, 2026
Cover [Abstract]
Entity Registrant Name
DUCOMMUN INC /DE/
Amendment Flag
false
Entity Central Index Key
0000030305
Document Type
8-K
Document Period End Date
May 04, 2026
Entity Incorporation State Country Code
DE
Entity File Number
001-08174
Entity Tax Identification Number
95-0693330
Entity Address, Address Line One
600 Anton Blvd.
Entity Address, Address Line Two
Suite 1100
Entity Address, City or Town
Costa Mesa
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
92626-7100
City Area Code
(657)
Local Phone Number
335-3665
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Security 12b Title
Common Stock, $.01 par value per share
Trading Symbol
DCO
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration