UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2023 Ducommun Incorporated (“Ducommun” or the “Company”) reported that Christopher D. Wampler, Vice President, Chief Financial Officer, Controller and Treasurer, ceased to serve in that role. Mr. Wampler will continue his employment with the Company in a non-executive capacity, and such re-assignment is not related to any issues involving the Company’s financial reporting.
In connection with Mr. Wampler’s re-assignment, Mr. Suman Mookerji, who previously served as the Company’s Vice President, Corporate Development and Investor Relations, was appointed as Senior Vice President, Chief Financial Officer, Controller and Treasurer. The appointment is effective May 3, 2023.
Mr. Mookerji, 44, previously served as the Company’s Vice President, Corporate Development and Investor Relations since November 2021 and as its Vice President, Strategy, Acquisitions and Integration between 2017 and 2021. Prior to joining the Company, Mr. Mookerji’s professional background included responsibilities for corporate strategy, M&A and post-acquisition integration leadership experience at United Technologies Corporation (now Raytheon Technologies Corporation – RTX, an aerospace and defense company), both at the corporate and business unit levels as Senior Director, Strategy & Development, and as Vice President, Corporate Development at Capital Safety, a former Kohlberg, Kravis and Roberts (“KKR”) portfolio company that manufactures fall protection, confined space and rescue equipment. Mr. Mookerji holds a Master’s in Business Administration degree from Babson College and a Bachelor of Arts degree from University of Mumbai. There is no information that is required to be disclosed with respect to Mr. Mookerji pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Mookerji’s promotion, Mr. Mookerji’s annual base salary has been increased to $506,953, and he will be eligible for participation in the Company’s Officer Annual Incentive Plan at a target of 65% of his base salary. Mr. Mookerji will also continue to be entitled to participate in the Company’s long-term incentive plan, which provides annual grants of equity awards, and in connection with his promotion, he will receive an award with a value equal to approximately $971,914. He will also receive other employee benefits and perquisites provided to similarly situated employees of the Company. Additionally, in connection with his promotion, Mr. Mookerji entered into the Company’s standard indemnity agreement.
A copy of the press release regarding Mr. Mookerji’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Title and Description | |
| 10.1 | Form of Indemnity Agreement dated, April 27, 2023 entered with all directors and officers of Ducommun. Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 1990 | |
| 99.1 | Ducommun Incorporated press release issued on May 3, 2023. | |
| 104 | Coverpage 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 3, 2023 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| V.P. General Counsel and Corporate Secretary | ||||||
| Ducommun Incorporated | ||||||