UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
(a) On May 9, 2024 Ducommun Incorporated (the “Company”) entered into a key executive severance agreement (each, a “Key Executive Severance Agreement”) with each of the following executive officers (collectively, the “Executives”):
| Name |
Position | |
| Stephen G. Oswald | Chairman, President and Chief Executive Officer | |
| Suman B. Mookerji | Senior Vice President, Chief Financial Officer | |
| Jerry L. Redondo | Senior Vice President, Senior Vice President, Electronics and Structural Systems | |
| Rajiv A. Tata | Vice President, General Counsel and Corporate Secretary | |
| Laureen S. Gonzalez | Vice President, Chief Human Resources Officer |
The Key Executive Severance Agreements provide that if an Executive experiences a “qualifying termination of employment” (as defined in the applicable Key Executive Severance Agreement) at any time other than in connection with a “change in control” (as defined in the applicable Key Executive Severance Agreement) as described below, the Executive shall be entitled to receive (i) payment of the Executive’s annual base salary for a period of one year (two years in the case of Mr. Oswald) following such qualifying termination of employment, (ii) payment of an amount equal to the Executive’s target annual bonus under the Company’s bonus plan in effect during the year in which the qualifying termination of employment occurs, and (iii) continuation of benefits for a period of one year (two years in the case of Mr. Oswald).
The Key Executive Severance Agreements also provide that if an Executive experiences a qualifying termination of employment during the three months prior to or 24 months following the occurrence of a change in control (a “Change in Control Termination”), the Executive shall be entitled to receive (i) payment in a single lump sum of an amount equal to (x) two times the Executive’s annual base salary (two and one-half times in the case of Mr. Oswald) plus (y) two times the Executive’s target annual bonus (two and one-half times in the case of Mr. Oswald) under the Company’s bonus plan in effect during the year in which the change in control occurs and (ii) continuation of benefits for a period of two years (two and one-half years in the case of Mr. Oswald). The Key Executive Severance Agreements further provide that in the event of a Change in Control Termination, any then-outstanding (i) stock options become fully exercisable immediately, (ii) performance stock units become vested immediately based on the Company’s actual achievement with respect to performance-based vesting criteria for periods through the date of the qualifying termination of employment, and the target number of shares for periods after the date of the qualifying termination of employment, and (iii) restricted stock and restricted stock units vest immediately.
| Item 1.02 | Termination of a Material Definitive Agreement |
(a) On May 9, 2024, Company terminated a key executive severance agreement (each, a “Prior Key Executive Severance Agreement”) with each of the following executive officers:
| Name |
Position |
Date of Agreement | ||
| Stephen G. Oswald | Chairman, President and Chief Executive Officer | January 23, 2017 | ||
| Suman B. Mookerji | Senior Vice President, Chief Financial Officer | May 2, 2018 | ||
| Jerry L. Redondo | Senior Vice President, Senior Vice President, Electronics and Structural Systems | January 23, 2017 | ||
| Rajiv A. Tata | Vice President, General Counsel and Corporate Secretary | January 24, 2020 | ||
| Laureen S. Gonzalez | Vice President, Chief Human Resources Officer | September 20, 2022 |
The Prior Key Executive Severance Agreements were terminated as a condition to the Company entering into the Key Executive Severance Agreements described in Item 1.01(a) above.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Key Executive Severance Agreement dated May 9, 2024 between Ducommun Incorporated and Stephen G. Oswald | |
| 99.2 | Form of Key Executive Severance Agreement between Ducommun Incorporated and each of its executive officers (except for Stephen G. Oswald). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 10, 2024 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||