Laureen S. Gonzalez
About Laureen S. Gonzalez
Laureen S. Gonzalez, age 45, is Vice President and Chief Human Resources Officer (CHRO) of Ducommun Incorporated (DCO). She became an executive officer in 2022 after serving as Acting VP of Human Resources from December 2021 to August 2022 and Director, HR Shared Services from 2014 to 2021; she joined Ducommun in 2010 and previously spent approximately 10 years in HR roles at GUESS? Inc. and First Consulting Group. She holds Certified Compensation Professional (CCP) and Senior Professional in Human Resources (SPHR) designations, and her remit also includes corporate communications, employee safety, facility security, and community outreach. During her tenure as an NEO, Ducommun delivered 2024 all-time high revenue of $786.6M, net income of $31.5M, Adjusted EBITDA of $116.6M (14.8% margin), and a 22% stock price increase year-over-year; the company’s 3-year rTSR versus the Russell 2000 ranked at the 79th percentile, informing PSU payouts and incentive alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ducommun | Vice President, Chief Human Resources Officer | Sep 2022–present | Oversees HR plus corporate communications, employee safety, facility security, and charitable/community outreach |
| Ducommun | Acting Vice President, Human Resources | Dec 2021–Aug 2022 | Led HR during leadership transition |
| Ducommun | Director, Human Resources, Shared Services | 2014–2021 | Led shared services HR platform |
| Ducommun | Various HR roles | 2010–2014 | HR leadership contributor |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GUESS? Inc. | Various HR roles | Approximately 10 years (pre-2010) | Retail/apparel HR experience |
| First Consulting Group | Various HR roles | Approximately 10 years (pre-2010) | Healthcare/consulting HR experience |
Fixed Compensation
- 2024 base salary set at $349,440 (+20% vs 2023); salary actually paid in 2024 was $340,480 (timing/proration drives difference between rate and paid) .
| Year | Salary ($) |
|---|---|
| 2022 | 231,687 |
| 2023 | 289,477 |
| 2024 | 340,480 (paid) |
| 2024 base salary rate | 349,440 |
2024 “All Other Compensation” detail (perquisites/benefits):
- Automobile allowance $18,024; life insurance $872; 401(k) contributions $8,633; Non-Qualified Deferred Compensation Plan (company contribution) $100,000; total $127,529 .
- In the NQDCP, company contributed $100,000 for 2024; no executive contribution was reported for Gonzalez in 2024 .
Performance Compensation
Annual Cash Incentive (AIP)
- Target: 50% of base salary; 2024 payout: 277% of target; total cash incentive: $472,000 .
- Plan metrics and weightings (company-wide): Operating Income (70%), Net Revenues (10%), Cash Flow from Operations (20%), subject to adjusted net income threshold of $10M .
| Metric (weight) | Threshold | Target | Maximum | Actual (as adjusted) | Funding by metric | Notes |
|---|---|---|---|---|---|---|
| Operating Income (70%) | $60.7M | $66.0M | $71.3M | $74.3M | 300% | Adjusted for restructuring, inventory step-up amortization, acquisition intangibles amortization, and 2024 unsolicited offer fees |
| Net Revenues (10%) | $777.1M | $793.0M | $808.8M | $786.6M | 70% | 2024 all-time high revenues |
| Cash Flow from Operations (20%) | $33.3M | $37.0M | $40.7M | $43.5M | 300% | Adjusted per policy |
| Total AIP funding | 277% | Company-wide result |
Individual outcome for Gonzalez:
| Item | Target as % of base | Target ($) | Payout % of target | Total payout ($) |
|---|---|---|---|---|
| 2024 AIP | 50% | 170,240 | 277% | 472,000 |
Long-Term Incentives (LTI)
- Vehicles for NEOs: Performance Stock Units (PSUs) tied to adjusted diluted EPS with rTSR modifier; time-based RSUs vesting ratably over 3 years .
- 2024 Grants to Gonzalez: PSUs (target 3,607 units; grant-date fair value $231,281) and RSUs (1,942 units; $110,189); Combined 2024 Stock Awards in SCT: $341,470 .
- PSU performance grid (applies company-wide to 2024 grants): each year’s adjusted diluted EPS vs threshold/target/maximum; awards cliff-vest after 3 years; rTSR vs Russell 2000 modifies earned amount 0.75–1.25x (cap: 250% of target; positive absolute TSR required for >1.0x) .
| PSU Metric (FY2024–FY2026) | 2024 EPS | 2025 EPS | 2026 EPS | Vesting per year at level | rTSR modifier |
|---|---|---|---|---|---|
| Maximum | $2.86 | $3.20 | $3.58 | 66.6% (200% total if max each year) | 125% at 80–100th percentile; 75% under 20th percentile |
| Target | $2.70 | $2.86 | $3.03 | 33.3% (100% total if target each year) | Modifier applied post-EPS |
| Threshold | $2.55 | $2.55 | $2.55 | 10.0% (30% total if threshold each year) | Absolute TSR must be positive for modifier >1.0 |
Vesting schedules and specific dates:
- RSUs: vest in three equal annual installments over 2025–2027 (e.g., 2024 grant vests 1/3 per year) .
- Next near-term vest (legacy grant): 667 RSUs scheduled to vest on April 22, 2025 .
Historical PSU payout context:
- 2022 PSU program (company-wide) earned 169% of target driven by EPS results and rTSR at the 79th percentile vs Russell 2000; this informed 2024 settlements for grants made in 2022 (CEO example shown; rTSR and EPS outcomes apply to program) .
Multi‑Year Compensation (SCT)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 231,687 | 269,310 | 178,863 | 11,941 | 691,801 |
| 2023 | 289,477 | 279,453 | 271,158 | 27,113 | 867,201 |
| 2024 | 340,480 | 341,470 | 471,565 | 127,529 | 1,281,044 |
All Other Compensation (2024 breakdown):
- Automobile allowance $18,024; Life insurance $872; 401(k) contributions $8,633; NQDCP company contribution $100,000; Total $127,529 .
Equity Ownership & Alignment
- Beneficial ownership: 11,732 shares; includes 667 RSUs scheduled to vest on April 22, 2025 and 32 shares acquired via ESPP on Jan 31, 2025; ownership is less than 1% of outstanding shares .
- Outstanding equity awards at 12/31/2024 (selected items):
- Unvested RSUs: 667 (4/22/2025 vest), 1,258 (2023 grant, remaining tranches), 1,942 (2024 grant); market values disclosed in proxy .
- Unearned PSUs: 2023 grants 2,845 and 2,758 units; 2024 grant 4,797 units (PSU table shows maximum/actual methodology; settlement subject to performance) .
- Stock options: None outstanding for Gonzalez (options listed only for other NEOs; no options shown under her name) .
- Ownership guidelines: NEOs must hold stock equal to 3x base salary; all NEOs are either in compliance or have time to comply (valued on 12-month average price). Hedging and pledging of Ducommun securities are prohibited by policy .
- Clawback: Amended and Restated Clawback Policy applies to all incentive-based compensation in accord with SEC Rule 10D‑1/NYSE listing standards .
Employment Terms
- Employment agreements: Ducommun does not maintain individual employment agreements with NEOs .
- Key Executive Severance Agreements (entered in 2024):
- Change-in-control (double trigger; 3 months before to 24 months after CIC): 2x base salary + 2x target bonus; 2 years of benefits; equity vests (PSUs at actual-to-date and target thereafter; RSUs vest; options fully exercisable) .
- Outside CIC: 1x base salary + target bonus; 1 year of benefits .
- No excise tax gross-ups; confidentiality and non-disparagement covenants apply .
- Quantified payout illustration (assumes triggering event on 12/31/2024):
- CIC qualifying termination: $1,699,454 total for Gonzalez (Salary $698,880; Bonus $340,480; Benefits $57,217; PSUs $356,704; RSUs $246,173) .
- Outside CIC qualifying termination: $548,289 total (Salary $349,440; Bonus $170,240; Benefits $28,609) .
Governance, Pay Practices, and Say‑on‑Pay Context
- Compensation Committee targets 50th–75th percentile market positioning; independent consultant (Willis Towers Watson) reviewed annually; peer group disclosed (AAR, AeroVironment, Astronics, Barnes, Heico, Hexcel, Kaman, Kratos, Mercury Systems, RBC Bearings, Triumph) .
- Pay practices: majority at-risk/performance-based; no option repricing; no single-trigger equity vesting; no pensions for NEOs; robust stock ownership policy; anti-hedging/pledging policy .
- Say‑on‑Pay: 88.3% support at 2024 annual meeting; two-year average ~94% .
Performance & Track Record (Company context during Gonzalez’s NEO tenure)
- 2024 highlights: Revenue $786.6M; net income $31.5M; operating income $52.2M (6.6% margin); Adjusted EBITDA $116.6M (14.8% margin); stock price +22% YoY; backlog just over $1B; 2024 AIP funded at 277%; 2022 PSU program paid 169% at 79th percentile rTSR vs Russell 2000 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (reduces misalignment risk) .
- Clawback policy in force per SEC 10D‑1; no excise tax gross‑ups; no individual employment agreement .
- Related party transactions: none exceeding $120,000 since start of 2024 (per proxy disclosure) .
- No option repricing disclosed; compensation plan modifications framed as share-preservation (CEO cash LTIPs) under 2024 plan .
Compensation Structure Analysis
- Cash vs equity mix: For NEOs, 2024 target pay meaningfully performance-weighted; Gonzalez’s 2024 total had a larger cash component via AIP given 277% funding, with RSUs/PSUs providing long-term alignment .
- Metric rigor: 2024 AIP operating income and cash flow metrics paid at maximum; revenue metric was near target, indicating balanced scoring and emphasis on profitability/FCF .
- LTI design shifts: Continued reliance on PSUs (EPS with rTSR) and RSUs; no stock options; for share preservation at CEO level, cash LTIPs mirror equity metrics (not applicable to Gonzalez) .
Equity Ownership & Vesting Detail (near‑term supply/pressure watch)
- Next vest: 667 RSUs on April 22, 2025 (potential small scheduled supply) .
- Additional RSU tranches from 2023 and 2024 grants vest in 2025–2027; PSU payouts, if earned, settle after Dec 31, 2025 and Dec 31, 2026 for 2023 and 2024 cycles, respectively .
Investment Implications
- Pay-for-performance alignment is strong: outsized AIP and above-target PSU payouts flowed from tangible profit/FCF outperformance and high relative TSR, reinforcing a credible incentive link to shareholder value (positive for governance quality) .
- Retention risk appears mitigated: multi-year cliff PSU design and rolling RSU vesting, stock ownership requirements (3x salary), and double-trigger CIC protections create meaningful retention hooks for the CHRO role (reduces turnover risk) .
- Selling pressure from vesting looks limited: Gonzalez’s scheduled RSU vests are modest in size relative to float (667 shares next vest; overall <1% owner), suggesting minimal technical overhang from her individual awards .
- Governance posture is investor-friendly: no hedging/pledging, robust clawback, independent consultant, no employment contracts or gross-ups, and strong say‑on‑pay support underpin compensation credibility (supports lower governance risk premium) .