The CEO's total reported compensation of approximately $10.3 million is within a reasonable range for a Chairman-President-CEO at a $1.9 billion Industrials company with a track record of strong revenue growth and margin expansion. Pay mix is heavily performance-oriented — the company discloses that 88% of CEO target compensation was at risk and 79% was performance-based, well above the 50-60% variable threshold required by policy. The pay-for-performance alignment check passes: DCO's 3-year stock return of +141.9% outperforms the sector ETF benchmark XLI (+74.5%) by +67.4 percentage points and is ahead of the peer group median (+125.9%), so above-benchmark incentive payouts are supported by shareholder outcomes. The company received 91.1% shareholder support on last year's Say on Pay vote, reflecting sustained shareholder confidence, and the company maintains a robust clawback policy covering both incentive- and time-based compensation.

PwC has audited Ducommun since 1989, a tenure of approximately 37 years, which exceeds the 25-year threshold in our policy that triggers a No vote. The audit committee's rationale — institutional knowledge and lower fees — is noted but does not rise to the level of a 'specific and compelling' justification as contemplated by the policy; while the committee does disclose lead partner rotation (the current lead partner's fifth year ended in 2025 with a new partner starting in 2026), partner rotation alone does not substitute for the independence benefit of a full firm rotation after such an extended relationship. Non-audit fees of $2,000 represent a negligible fraction of total fees and raise no independence concern on that dimension.