David B. Carter
About David B. Carter
Independent director of Ducommun Incorporated; age 67; appointed in 2024 with term expiring in 2027; serves on the Innovation Committee. Carter is the retired Senior Vice President, Engineering at Pratt & Whitney (retired 2019), with prior senior engineering leadership roles at UTC Aerospace Systems; the Board classifies him as independent under NYSE rules. All directors attended over 80% of aggregate Board and applicable committee meetings in 2024. Key qualifications cited: technology development, product design and certification, and defense market insight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pratt & Whitney (RTX subsidiary) | Senior Vice President, Engineering | ~2015–2019 (retired 2019) | Experience in technology development, product design and certification; defense market understanding . |
| UTC Aerospace Systems | SVP, Engineering, Operations & Quality | 2015–2016 | Engineering leadership across operations and quality . |
| UTC Aerospace Systems | Vice President, Engineering & Technology | 2012–2015 | Technology and engineering leadership . |
External Roles
- Other public company directorships: None disclosed for Carter in the 2025 proxy .
Board Governance
- Independence: Independent director per NYSE standards .
- Board tenure: Director since 2024; current term expires 2027 .
- Committee assignments: Innovation Committee member; the committee met 3 times in 2024; committee chaired by the CEO (all other committees are fully independent) .
- Board attendance: Board met 8 times in 2024; all directors attended over 80% of aggregate Board and applicable committee meetings .
- Executive sessions: Regularly scheduled executive sessions of non‑management directors following each Board meeting; presided by the Lead Independent Director .
- Lead Independent Director: Shirley G. Drazba (appointed Feb 25, 2025) .
Fixed Compensation
Director Compensation Program (2024)
| Type | Amount | How Paid |
|---|---|---|
| Cash annual retainer | $80,000 | Quarterly cash . |
| Equity annual retainer (RSUs) | $135,000 | RSUs; shares determined by $135,000 divided by 5‑day average price before grant; vests on 1‑year anniversary . |
| Lead Independent Director retainer | $30,000 | Quarterly cash . |
| Committee chair retainers – Audit | $17,500 | Quarterly cash . |
| Committee chair retainers – Compensation | $12,500 | Quarterly cash . |
| Committee chair retainers – Corporate Governance & Nominating | $7,500 | Quarterly cash . |
| Committee chair retainers – Innovation | $7,500 | Quarterly cash . |
| Committee meeting fees | $2,500 per meeting | Quarterly cash . |
Carter – 2024 Director Compensation
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 80,208 . |
| Stock awards (grant date fair value) | 185,350 . |
| Total | 265,558 . |
Notes:
- Carter was appointed in 2024; cash retainer prorated .
- Director stock ownership policy: 5x annual baseline cash retainer (i.e., five times $80,000) with a five‑year compliance window; all directors are in compliance or have time to comply as of Dec 31, 2024 .
Performance Compensation
(For directors, equity is time‑based; no performance metrics apply.)
| Grant | Grant date | Type | Units/Value | Pricing reference | Vesting |
|---|---|---|---|---|---|
| Annual equity retainer | May 14, 2024 | RSUs | 2,400 units | Allocation based on $135,000 ÷ $56.62 5‑day avg; rounded to nearest 100 | Vests May 14, 2025 . |
| One‑time appointment grant | Feb 2024 | RSUs | 1,000 units | Granted at closing price $49.41 on grant date | Vests on 1‑year anniversary (Feb 2025) . |
Other Directorships & Interlocks
- Other public company boards/committee roles: None disclosed for Carter .
- Interlocks/related board overlaps: None disclosed .
- Related‑party transactions: Company reports none over $120,000 involving directors/officers or their immediate family since the beginning of fiscal 2024; Audit Committee reviews any identified transactions .
Expertise & Qualifications
- Senior aerospace engineering leadership (Pratt & Whitney SVP Engineering; UTC Aerospace Systems leadership), with experience across technology development, product design, and certification; defense market understanding (key qualifications cited) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Mar 5, 2025) | 3,400 shares; less than 1% of shares outstanding . |
| Vested vs unvested | Includes 2,400 unvested RSUs scheduled to vest May 14, 2025; the Feb 2024 1,000‑unit grant vested Feb 2025 and is included in total shares . |
| Ownership guidelines | Directors must hold ≥5x annual Board cash retainer; five‑year compliance period; all directors in compliance or within window as of Dec 31, 2024 . |
| Hedging/pledging | Company policy prohibits hedging or pledging of Ducommun securities . |
Governance Assessment
- Board effectiveness: Carter brings deep engineering and certification expertise directly aligned with the Innovation Committee’s remit; his appointment is part of a robust refresh that reduced average tenure and added functional depth to the Board .
- Independence and engagement: Classified as independent; participates on a technical committee that met three times in 2024; Board‑wide attendance exceeded 80% .
- Alignment: Director pay mix is equity‑heavy (2024 actuals ≈ $185k stock vs $80k cash), plus stringent 5x ownership guideline; unvested RSUs create ongoing alignment with shareholder outcomes .
- Conflicts and related‑party exposure: Company discloses no related‑party transactions in 2024–2025 period; policy prohibits hedging/pledging, and an amended clawback policy applies to incentive‑based compensation (company‑wide) .
- Structural consideration: The Innovation Committee is chaired by the CEO; while all other committees are fully independent, investors may monitor the balance of management vs independent oversight on technology/cyber matters (the Innovation Committee advises the Board and shares oversight with the full Board) .
RED FLAGS: None evident in proxy disclosures specific to Carter (no related‑party transactions; attendance threshold met; equity and ownership policies support alignment) .