Ducommun Incorporated (DCO)
NYSE: DCO · Real-Time Price · USD
137.40
+0.17 (0.12%)
May 11, 2026, 1:53 PM EDT - Market open
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AGM 2026

Apr 29, 2026

Operator

Welcome to the Annual Meeting for Ducommun Incorporated. Our host for today's call is Stephen G. Oswald, Chairman, President, and CEO. I will now turn the call over to your host. Mr. Oswald, you may begin, sir.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

Thank you. Good morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Ducommun Shareholders. Thank you for joining us today. I am Stephen G. Oswald, Chairman, President, and CEO. We are once again having the meeting for 2026 in a virtual format to allow shareholders in any location with access to the Internet to participate in the meeting. As is our custom, we will conduct the business portion of our meeting first, and then after the formal meeting, answer questions of general interest during the designated general question-and-answer period. Although we expect to answer all questions, we may decide not to provide a response during the meeting, but instead post the answer on our Investor Relations website. Questions and answers will be available as soon as practical after the annual meeting.

Each shareholder will be limited to a total of two questions during the meeting. Please note that in the event of a technical malfunction or other significant problem that disrupts this meeting, the chairperson may adjourn, recess, or expedite the meeting or take such other action as he determines to be appropriate in light of the circumstances. In such case, please stay connected to this meeting for at least 15 minutes or until instructed otherwise. Before we begin, I'd like to acknowledge Mr. Rick Baldridge, one of our existing class of 2026 directors, who is retiring from the Board and will not be standing for re-election at today's meeting. Over his 13-year tenure, Rick has been a trusted advisor to the Board and leadership team and also has served on the Audit Committee and the Innovation Committee since its inception back in 2018.

On behalf of the Board, the company, and shareholders, I'd like to thank Rick for his service on the Board since 2013. In addition, the company has been looking to identify a candidate to join its Board of Directors. Although we could not identify a candidate in time for the annual meeting, the company is now in the process of vetting a candidate who, if confirmed, will be appointed shortly following the annual meeting. It is now shortly after 9:00 A.M. Pacific Time on April 29th, 2026, and this meeting is officially called to order. Polls opened at the beginning of the meeting. We will close the polls on all matters immediately after the presentation of today's proposals and any questions related to them.

If you have already voted by proxy, you do not need to vote again at this meeting unless you wish to change your vote and revoke the proxy submitted previously. If you wish to vote at this time, you may vote online by clicking the Vote Here button on the virtual meeting website. Shareholders are entitled to one vote for each share registered in their name as of the record date of March second, 2026. Before we begin the formal business of the meeting, I'd like to make some important introductions. First, your Board of Directors. In addition to myself, we have with us Dan Boehle, Executive Vice President, Chief Financial Officer, TTM Technologies, Incorporated, David Carter, Retired Senior Vice President, Engineering, Pratt & Whitney Company Incorporated. Shirley Drazba, Retired Corporate Vice President, Product Line Strategy Innovation, IDEX Corporation. Dan Korte, Retired Global Vice President, PPG Industries, Incorporated.

Sheila Kramer, Retired Chief Human Resources Officer, Donaldson Company, Incorporated. Samara Strycker, Executive Vice President and Chief Financial Officer, International Motors, LLC. Next, I would like to recognize the members of our corporate management team. Laureen Gonzalez, Vice President, Chief Human Resources Officer. Suman Mookerji, Senior Vice President, Chief Financial Officer. Jerry Redondo, Senior Vice President, Electronic and Structural Systems. Raj Tata, Vice President, General Counsel, and Corporate Secretary. We're also joined here today by representatives of PricewaterhouseCoopers, LLP, our independent registered public accounting firm. Michael Ruble, Audit Partner. Scott Sung, Senior Manager. Finally, the company has appointed Mr. Richard Leza to act as Inspector of Elections. Mr. Leza is with us today and took the oath of inspection of the election in advance of the meeting.

Raj Tata
VP, General Counsel, and Corporate Secretary, Ducommun

Thank you, Mr. Oswald. As previously mentioned, after the formal meeting, we will provide time for general questions regarding the company. Only validated shareholders may ask questions in the designated field on the web portal, and each shareholder will be limited to a total of two questions during the meeting. Please also note that this meeting is being recorded, and a webcast playback will be available on the meeting website following the completion of today's meeting. However, no one attending the meeting via webcast is permitted to use any audio or video recording device. Finally, before we move to the formal business of today's meeting, I would like to call your attention to the rules of conduct and procedures which are in place to ensure a fair and orderly meeting for all shareholders. You can access the rules of conduct in the Meeting Materials section of the web portal.

We appreciate your cooperation in observing the rules throughout the meeting. I will now confirm proof of notice of the meeting and that a quorum is present. The board of directors fixed March 2nd, 2026 as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of internet availability of the notice of meeting, the proxy statement, and the 2025 annual report to shareholders, or two, the documents themselves were mailed on or about March 13th, 2026 to all shareholders as of the record date and will be incorporated into the minutes of this meeting. A list of shareholders has been available for inspection at our offices for the last 10 days.

The shareholder list shows that out of the record date, there were 14,986,947 shares of common stock outstanding and entitled to vote at this meeting. In addition, we are informed by the Inspector of Elections that there are represented in person or by proxy shares of common stock representing 13,470,734 votes, or approximately 89.9% of the voting power on the record date. This represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

With that, we will now proceed with the formal business of the meeting. I hereby declare that the meeting has been duly called and that business may be conducted. As described in detail in the proxy statement, the proposals before our shareholders are as follows. Proposal one is the election of two directors. The Board of Directors has nominated Stephen Oswald and Samara Strycker for election as directors to hold office until the 2029 annual meeting of shareholders, and until their successors are duly elected and qualified. Board of Directors unanimously recommends you vote for the election of Mr. Oswald and Ms. Strycker as a Class 2029 Directors. Proposal two is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement.

While this is a non-binding vote, compensation committee and Board will take the results of the vote into account when making future compensation decisions. Board of Directors unanimously recommends you vote for proposal number two. Proposal three is to ratify the selection of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. The Board of Directors unanimously recommends you vote for ratification of the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2026. Proposal four is the approval of the proposed amendment and restatement of Ducommun Incorporated's 2024 stock incentive plan. Board of Directors unanimously recommends that you vote for proposal number four. As stated at the outset, the polls opened at the beginning of the meeting.

Any shareholder who has not yet voted or wishes to change their vote may do so by clicking the Vote Here button on the web portal as per the instructions there. Shareholders who have sent in proxies or voted via the telephone or internet prior to the meeting and do not want to change their vote do not need to take any further action. Are there any questions regarding the meeting of these proposals before we close the polls? Please remember that Michael Ruble and Scott Sung of PricewaterhouseCoopers are participating in today's meeting and are available for questions relating to the appointment of PwC as auditors.

Raj Tata
VP, General Counsel, and Corporate Secretary, Ducommun

Mr. Oswald, I have reviewed the meeting platform, and I do not see any questions on these matters. We'll now briefly pause to allow for voting.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

Now that everyone has had the opportunity to ask questions about the proposals and vote, I hereby declare the polls for the 2026 Ducommun Incorporated annual shareholder meeting closed at 9:10 A.M. Pacific Time on April 29th, 2026. May I please have a report on the vote?

Raj Tata
VP, General Counsel, and Corporate Secretary, Ducommun

We have been informed by the Inspector of Election that the preliminary vote report shows that with respect to proposal one, the nominees for election to the board, Mr. Stephen G. Oswald and Ms. Samara A. Strycker, have been duly elected. For proposal two, the compensation of the named executive officers has been approved by advisory vote. With respect to proposal three, the selection of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the year ending December 31, 2026 have been ratified. With respect to proposal four, the proposed amendment and restatement of Ducommun Incorporated's 2024 stock incentive plan has been approved. We will be reporting the final vote results on a Form 8-K to be filed with the Securities and Exchange Commission within four business days of the date of this meeting.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

Thank you, Mr. Tata. As I know of no other business to be brought before this meeting, the meeting is hereby adjourned.

Raj Tata
VP, General Counsel, and Corporate Secretary, Ducommun

Thank you, Mr. Oswald. Before we begin the company update and general Q&A portion of the meeting, I would like to remind shareholders that this presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

Thank you, Mr. Tata. I'll now provide a brief update on the company. Again, good morning, or good afternoon to everyone. Just a few comments on your company, I want to first start with fiscal year 2025. The slide is shown. Top left is the revenue for the year, last year of $825 million. Our Remaining Performance Obligations is $1.1 billion. That used to be bookings. We've changed that, and that is actually the number we still have orders to ship to customers. We feel very good about where we stood and where we are getting into 2026. You can see, we're heavily in defense. Which is a good place to be this time of the cycle. Been very busy.

We have more to talk about as we go forward into 2026. Commercial business is good, only gonna get better. Bottom left, that we have a very good position in narrow-body, which is the highest volume, and that's what's needed in our contract manufacturing businesses. Top right, you'll see our product lines, our military aircraft, missile and radar, commercial and business aircraft, and other growing platforms. Bottom right is our customers. You can see of RTX, which continues to be our largest customer as far as revenue. Airbus, Lockheed, Northrop Grumman, among others. And again, we mainly go to market Ducommun as a tier one supplier. We continue to focus on our Engineered Products aftermarket and also our contract manufacturing businesses, which provide complex Electronic and Structural Systems solutions.

I think a very good 2025. Let me go to the next page here. I also included this. This is our company. This is the market capitalization of Ducommun. Obviously, we're very proud of that performance over the last few years. That market cap number is as of April 20th, 2026. Just a wonderful job by the team, by our Board of Directors, everyone involved. As you can see over the years, we had a good start in 2017 up to 2019. And then obviously with the three years of COVID, things flattened as they as they should have been just because of all the things happening with Boeing and the terrible pandemic. Things really started getting going in 2023.

Our strategy is working, could not be happier for the results for everyone involved, and most important, our loyal shareholders. Next slide. This is just also the stock price here. I will remind you that we did have a stock offering in 2024, which diluted the share price. Still, I think that was actually a very smart thing. I think it provided a lot of value going forward, a lot of liquidity for the stock. We picked up both Goldman Sachs and Citi for coverage. We're thrilled with that and happy to see where we are with the stock price. Next slide. I talk about Vision 2027 a lot, let's go to the next slide.

This is just a high-level snapshot of where we are. We put this together in the fall of 2022. We've been marching forward since 2023. To the left is our revenue projections. We're gonna be a little light on that basically due to Boeing. We thought they would do better in 2023 and 2024 with some of the things happening there that didn't materialize. We're gonna be a little short, but we'll be in the $900s for sure at the end of next year. The real good thing or good news at the bottom is our engineered products were at 23% as of last year. We should get to 25% easily by 2027 as a percentage of revenue.

The middle is just the things that drive our value, and will continue to drive our value and drive our stock price and our profits. Scale is very important to a lot of our business, especially our contract manufacturing businesses. Our defense growth is just only gonna get better. We continue to look at acquisitions, and we're excited that every time we buy a company, it's really added a lot of value for our shareholders and for our P&L. Great, great job there. We're always focused on pricing for value. That's been a big change since I started in 2017 and has only gotten better and better, and you can see that on our margin expansion. We did consolidate two facilities, and those are fully closed now.

Team has did a very good job moving that work. Obviously, we're always looking at cost reductions and making sure our capital allocation is where it needs to be. To the right is really where you see the results. We're in the 16% plus range now, and we're heading to 18%. 500 basis points of EBITDA margin over five years is an outstanding job for any company. We're gonna get there. Might get to a little bit better by the end of next year. Wonderful job by the team, my management team, the board, and working with our excellent customers. Next is always we're looking at corporate responsibility, environmental, on the top left.

Going down the top, those three are for safety related for our employees and spills. I think we've done a wonderful job there. Middle is recycling and obviously cybersecurity, which is very important for management, our board, and our shareholders. Make sure we protect the company. To the right, very important is making sure we're doing our part for the future generations. You can see the greenhouse gas emissions, energy savings, and renewable energy usage is up as well. I think excellent report card for 2025 for Ducommun. Lastly, we just finished with some of our customer awards and community outreach. Our top left, we were awarded in 2025 a Gold Partner to Win Medallion from BAE Systems. This is one of our newer targets in the defense area.

We continue to build relationships and programs at BAE. Got a great future with them. We thank them for the recognition. Bottom left is something that's always close to my heart, STEM on the Sidelines, which we founded in 2018. Thank our partners. You can see here we've crossed over the 1,000 student level this past year. 132 high schools in the Orange and Los Angeles County area. We're really appreciative of our partners. We look forward to our 10th coming up in 2026. Scholarship program. Again, we look after the future generation and also wanna make sure we take care of the children or grandchildren of our employees. We've really improved that since I've joined.

It's really gone up, we're thrilled with that. Happy to see again Newsweek's magazines, their third consecutive year at Ducommun as far as responsible companies and that recognition. We very much appreciate that and are proud of that as well. Now I'd like to open things up for general shareholder questions regarding the company. Please follow the instructions provided on the virtual meeting web portal to submit your questions. As a reminder, each shareholder is limited to a total of two questions during the meeting. I would like to call your attention again to the rules of conduct and procedures which are in place to ensure a fair and orderly meeting for all shareholders.

Raj Tata
VP, General Counsel, and Corporate Secretary, Ducommun

Mr. Oswald, I have reviewed the meeting platform, and I do not see any other questions.

Stephen G. Oswald
Chairman, President, and CEO, Ducommun

Thank you very much, Mr. Tata. Thank you again for for joining us. The meeting is now concluded, thank you, we appreciate all your support.

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