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 November 22, 2021, Rosalie F. Rogers tendered her resignation from her position as Vice President, Chief Human Resources Officer of Ducommun Incorporated effective on or about January 4, 2022.
In connection with Ms. Rogers’ retirement, the Company and Ms. Rogers expect to enter into a retirement and release agreement (the “Retirement Agreement”). Under the Retirement Agreement, the Company will pay Ms. Rogers a lump sum cash payment equal to approximately $490,000, representing (i) twelve (12) months of base salary, (ii) a cash payment for 2021 equal to the annual cash bonus that she would have otherwise been eligible to earn for fiscal year 2021 and (ii) COBRA premiums for twelve (12) months. The Retirement Agreement will further provide that all outstanding long-term incentive grants (including stock options, restricted stock units and performance stock units) previously awarded to Ms. Rogers will continue to vest and, if applicable, settle in accordance with the vesting schedule set forth in the underlying award agreement. The vesting of performance stock units will be based on the achievement of the applicable performance metrics in accordance with the terms of the underlying awards. The payments and benefits will be subject to Ms. Rogers’ execution and non-revocation of the Retirement Agreement and the effectiveness of the release of claims set forth in such agreement and the supplemental release attached thereto. In addition, the compensation committee of the board of directors of the Company approved a one-time cash payment to Ms. Rogers of $165,000 in recognition of her outstanding services to the Company and her ongoing efforts to guide its workforce through the COVID-19 pandemic recovery, as well as assisting with transition planning in connection with her retirement.
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: November 29, 2021 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata V.P., General Counsel & Corporate Secretary | ||||||