Ducommun adds Mark Caylor to its board

Ducommun Incorporated appointed Mark A. Caylor to its Board of Directors as a Class II director, effective immediately, with a term running until the 2029 annual stockholder meeting.

Rhea-AI Filing Summary

Ducommun Incorporated appointed Mark A. Caylor to its Board of Directors as a Class II director, effective immediately, with a term running until the 2029 annual stockholder meeting. He will also serve on the Board’s Audit Committee.

Non-employee directors receive an $85,000 annual cash retainer, plus restricted stock units valued at $160,000, committee retainers ranging from $5,000 to $12,500, additional chair retainers of $7,500 to $17,500, and a $32,000 retainer for the lead independent director. Caylor will receive proportionate 2026 amounts and the standard indemnification agreement. The company highlights his more than 35 years of aerospace and defense experience, including senior leadership roles at Northrop Grumman, to support its VISION 2027 Strategy and ongoing board refresh, under which six new directors have joined in the past five years.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual cash retainer: $85,000 Equity-based annual retainer: $160,000 in RSUs Committee retainer range: $5,000–$12,500 +5 more

8 metrics

Annual cash retainer $85,000 Non-employee director cash retainer effective April 28, 2026

Equity-based annual retainer $160,000 in RSUs Restricted stock units based on average share price before grant

Committee retainer range $5,000–$12,500 Annual committee fees; $12,500 for Audit Committee members

Committee chair retainer range $7,500–$17,500 Additional annual retainer for committee chair roles

Lead independent director retainer $32,000 Additional annual retainer for lead independent director

Board term end 2029 annual meeting Class II director term for Mark A. Caylor

New directors added 6 directors Number added to Ducommun’s Board in past five years

Experience in industry Over 35 years Mark A. Caylor’s aerospace and defense experience

Key Terms

restricted stock units, Audit Committee, indemnification agreement, VISION 2027 Strategy, +2 more

6 terms

restricted stock units financial

"an equity-based annual retainer in the form of restricted stock units for a number of shares equal in value to $160,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Audit Committee financial

"he has been appointed to serve as a member of the Board’s Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

indemnification agreement regulatory

"the Company will enter into its standard form of indemnification agreement with Mr. Caylor"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

VISION 2027 Strategy financial

"in support of the Company’s VISION 2027 Strategy and as part of its ongoing board refreshment process"

lead independent director financial

"an additional retainer for the lead independent director of $32,000"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

forward looking statements regulatory

"This press release includes “forward looking statements” within the meaning of the federal securities laws"

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ducommun (DCO) announce in this 8-K filing?

Ducommun announced the appointment of Mark A. Caylor as an independent Class II director and Audit Committee member, effective May 4, 2026. His term extends to the 2029 annual meeting as part of the company’s ongoing board refresh supporting its VISION 2027 Strategy and long-term shareholder value.

Who is Mark A. Caylor, Ducommun’s new director?

Mark A. Caylor is a veteran aerospace and defense executive with over 35 years of experience. He is the former Corporate Vice President and President of Northrop Grumman’s Mission Systems Sector and previously led Northrop’s corporate strategy, mergers and acquisitions, and shared services functions.

How are Ducommun (DCO) non-employee directors compensated?

Non-employee directors receive an $85,000 annual cash retainer and restricted stock units valued at $160,000, based on the average share price before grant. They also receive committee retainers of $5,000 to $12,500, chair retainers of $7,500 to $17,500, and a $32,000 lead independent director retainer.

What role will Mark A. Caylor play on Ducommun’s Board?

Mark A. Caylor will serve as a Class II director on Ducommun’s Board and sit on the Audit Committee. His term runs until the 2029 annual meeting, and he is expected to contribute engineering, strategy, and M&A expertise aligned with Ducommun’s VISION 2027 Strategy and growth plans.

How does this appointment fit Ducommun’s VISION 2027 Strategy?

The appointment supports Ducommun’s VISION 2027 Strategy by adding deep aerospace and defense, engineering, and M&A expertise to the Board. The company notes it has added six new directors over the past five years as part of a deliberate board refresh to back its transformation and shareholder value focus.

What process did Ducommun use to select Mark A. Caylor?

Ducommun’s Corporate Governance and Nominating Committee led a months-long search with an independent search firm. The firm evaluated over fifty prospects, and Caylor was chosen from several highly qualified candidates to ensure the Board has the right mix of skills and experience.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 05:00 PM EDT Learn about SEC filing dates

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

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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB