Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On January 5, 2017, Anthony J. Reardon resigned as chief executive officer and president of Ducommun Incorporated (the
Company), effective on the first day of employment by the Company of Stephen G. Oswald (which is currently anticipated to be January 23, 2017). Mr. Reardon will continue to serve as executive chairman of the Board of Directors
of the Company.
(c) On January 5, 2017, Stephen G. Oswald was elected chief executive officer and president of the Company,
effective on the first day of his employment by the Company (which is currently anticipated to be January 23, 2017). From 2012 to 2015, Mr. Oswald was chief executive officer of Capital Safety Corporation, a manufacturer of fall
protection, confined space, and rescue equipment, and a former Kohlberg, Kravis and Roberts portfolio company prior to its acquisition by 3M Company in 2015. Prior to that, Mr. Oswald spent approximately 15 years in various leadership roles at
United Technologies Corporation, including as president of the Hamilton Sundstrand Industrial Division. Mr. Oswald is 52 years of age.
On January 3, 2017, the Company and Mr. Oswald entered into an employment letter agreement in the form attached hereto as Exhibit
99.1 (the Letter Agreement). Under the Letter Agreement, Mr. Oswald will receive an annual base salary of $750,000, will be eligible to participate in the Companys annual bonus plan, will be granted a stock option for 28,000
shares, restricted stock units for 21,000 shares, and performance stock units for 21,000 shares, will be eligible to participate in the Companys stock incentive programs, and will receive usual Company-provided benefits. In addition,
Mr. Oswald will receive, as a sign-on incentive, performance restricted stock units for 80,000 shares which will vest (i) one-third when the future price of the Companys common stock exceeds 150% of the starting
price of the Companys common stock, (ii) one-third when the future price of the Companys common stock exceeds 200% of the starting price of the Companys common stock, and (iii) one-third when
the future price of the Companys common stock exceeds 250% of the starting price of the Companys common stock. The starting price means the average of the closing price of the Companys common
stock on the New York Stock Exchange over the five trading days immediately prior to Mr. Oswalds commencement of employment. The future price means the average of the closing price of the Companys common stock on the New
York Stock Exchange over a consecutive thirty-trading day period. Mr. Oswald will also be entitled to reimbursement for relocation-related expenses up to a maximum of $200,000. Following commencement of employment, Mr. Oswald will be
covered by a Key Executive Severance Agreement with the Company.
(d) On January 5, 2017, pursuant to the terms of the Letter
Agreement, Stephen G. Oswald was elected a director of the Company, effective on the first day of his employment by the Company (which is currently anticipated to be January 23, 2017). Mr. Oswald is not expected to be named to any
Committees of the Board of Directors.