Rajiv A. Tata
About Rajiv A. Tata
Rajiv A. Tata is Vice President, General Counsel & Corporate Secretary of Ducommun (DCO), age 52, serving as an executive officer since January 2020; he joined the company in 2017 and previously served as Deputy General Counsel & Corporate Secretary (2018–2020) and Senior Director, Corporate Compliance (2017) . Company performance under the current leadership team included 2024 all‑time high revenue of $786.6M, +22% stock price in 2024, adjusted EBITDA margin of 14.8%, and net income of $31.5M, with 3‑year rTSR at the 79th percentile vs Russell 2000 (supports pay-for-performance design) .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Ducommun | VP, General Counsel & Corporate Secretary | 2020–present | Company’s chief legal officer; corporate secretary responsibilities |
| Ducommun | Deputy General Counsel & Corporate Secretary | 2018–2019 | Corporate governance and legal leadership |
| Ducommun | Senior Director, Corporate Compliance | 2017 | Compliance leadership after joining April 2017 |
| BakerCorp (oilfield services) | Assistant General Counsel | Pre‑2017 | Assisted with M&A, commercial/real estate transactions, governance, and regulatory compliance |
External Roles
No current public company board roles or external directorships disclosed for Mr. Tata in the proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | 323,428 | 339,600 | 400,001 |
| Annualized base salary rate ($) | — | 342,106 | 410,527 (+20% y/y) |
| Target annual bonus (% of base) | — | — | 50% of base salary |
Notes: 2024 base salary rate set at $410,527 (+20% vs $342,106 in 2023) reflecting expanded responsibilities; salary actually paid in 2024 was $400,001 per SCT .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 outcomes (all NEOs)
| Metric (weight) | Threshold | Target | Maximum | Actual | Funding by metric | Contribution to total |
|---|---|---|---|---|---|---|
| Operating Income (70%) ($mm) | 60.7 | 66.0 | 71.3 | 74.3 | 300% | 210% |
| Net Revenues (10%) ($mm) | 777.1 | 793.0 | 808.8 | 786.6 | 70% | 7% |
| Cash Flow from Ops – adjusted (20%) ($mm) | 33.3 | 37.0 | 40.7 | 43.5 | 300% | 60% |
| Total payout vs target | 277% |
Mr. Tata’s 2024 target bonus was 50% of base; payout was $554,000 (rounded), reflecting 277% of target .
Long-Term Incentives (design and targets)
- PSUs (EPS with rTSR modifier), 3-year period (2024–2026), cliff-vest; annual EPS targets below; rTSR modifier 0.75–1.25 vs Russell 2000, capped at 1.0 if absolute TSR negative; overall PSU/Cash LTIP max 250% of target .
- RSUs vest ratably 1/3 per year over three years .
| Adjusted Diluted EPS targets (vesting per year) | 2024 | 2025 | 2026 | Vesting per year (of target) |
|---|---|---|---|---|
| Threshold | 2.55 | 2.55 | 2.55 | 10.0% |
| Target | 2.70 | 2.86 | 3.03 | 33.3% |
| Maximum | 2.86 | 3.20 | 3.58 | 66.6% |
Additional 2024 program context:
- NEO 2024 PSU payout for 2022 grant settled at 169% after rTSR modifier (79th percentile) .
Equity Ownership & Alignment
| Ownership detail (as of Mar 5, 2025 unless noted) | Amount |
|---|---|
| Beneficial ownership – shares | 41,429 (<1%) |
| Includes options exercisable within 60 days | 10,173 |
| Options outstanding (exercisable) | 1,833 @ $32.90 exp 5/14/2028; 5,840 @ $42.25 exp 6/17/2029; 2,500 @ $40.44 exp 10/10/2029 |
| Unvested RSUs | 1,367 (6/22/2022 grant) ; 2,481 (5/08/2023) ; 3,320 (5/14/2024) |
| RSU vesting cadence | 2022 grant: final 1/3 in 2025; 2023 grant: 2025 & 2026; 2024 grant: 2025, 2026, 2027 |
| Outstanding PSUs (unearned; subject to performance) | 5,611 (2023 grant) ; 5,441 (2023 grant) ; 8,201 (2024 grant) |
| Deferred compensation – executive contrib (2024) | $317,148 |
| Deferred compensation – company contrib (2024) | $115,150 |
| Deferred comp aggregate balance (12/31/2024) | $718,434 |
| Stock ownership guideline (NEOs) | 3x base salary; all NEOs in compliance or within time to comply; average NEO holdings = 7.0x base salary |
| Hedging/pledging policy | Prohibited for directors/officers/employees |
| Clawback policy | Amended and Restated per SEC Rule 10D‑1; applies to incentive-based comp for 3 fiscal years preceding restatement |
2024 vesting/exercises:
- Options exercised by Mr. Tata: none in 2024 .
- Shares vested (RSUs and 2022 PSU tranche): 6,998 shares; value realized $414,070 (pre-tax) .
Employment Terms
| Provision | Terms (NEO standard; Rajiv A. Tata specific values where provided) |
|---|---|
| Employment agreement | None – company does not maintain employment agreements for NEOs |
| Severance – outside Change in Control (CiC) | 1x base salary, 1x target bonus, 1 year of benefits (CEO: 2x/2x/2 years); confidentiality and non‑disparagement covenants apply |
| Severance – double‑trigger CiC (within 3 months prior to or 24 months post‑CiC) | 2x base salary, 2x target bonus, 2 years of benefits (CEO: 2.5x/2.5x/2.5 years); equity acceleration: options fully exercisable; PSUs vest at actual through termination + target thereafter; RSUs vest in full |
| No excise tax gross‑ups | None provided under agreements |
| Example CiC payout table – Rajiv A. Tata | Total: $2,963,608; Salary: $821,054; Bonus: $400,001; Benefits: $60,608; PSU acceleration value: $1,225,652; RSU acceleration value: $456,293 |
| Example non‑CiC termination – Rajiv A. Tata | Total: $640,831; Salary: $410,527; Bonus: $200,000; Benefits: $30,304 |
Performance Compensation (Award Mechanics and 2024 Grants to Tata)
| Grant type | Grant date | Target amount | Vesting/Performance detail |
|---|---|---|---|
| PSUs (EPS/rTSR) | 5/14/2024 | 6,166 units | Earned based on EPS hurdles (see table) for 2024–2026, rTSR modifier 0.75–1.25 vs Russell 2000; cliff‑vest after 3 years |
| RSUs (time-based) | 5/14/2024 | 3,320 units | Vests 1/3 each in 2025, 2026, 2027 |
Compensation Structure Analysis
- Pay mix and leverage: For NEOs, 70% at-risk on average; 53% performance-based, aligning incentives to operating income, revenue, cash flow, EPS growth and relative TSR .
- Metric rigor: 2024 AIP required positive adjusted net income (> $10M) and stretched targets; operating income and cash flow achieved max; revenue below target in 2024 (still record revenue), producing a blended 277% payout .
- Governance safeguards: Double-trigger equity acceleration on CiC; no single-trigger vesting; no tax gross-ups; robust clawback; hedging/pledging prohibited; ownership guidelines enforced .
Risk Indicators & Red Flags
- Related-party transactions: None over $120,000 involving directors/officers since start of 2024 (mitigates conflict risk) .
- Pledging/hedging: Prohibited (reduces alignment risk) .
- Option repricing: Not permitted without shareholder approval .
- Say-on-Pay support: 88.3% approval in 2024; two-year average 94% – indicates shareholder acceptance of pay design .
Equity Ownership & Alignment (Detail Table)
| Component | Count/Value | Notes |
|---|---|---|
| Beneficial shares | 41,429 | Includes directly/indirectly owned; <1% of class |
| Options – exercisable | 10,173 | 1,833 @ $32.90 (exp 5/14/2028); 5,840 @ $42.25 (exp 6/17/2029); 2,500 @ $40.44 (exp 10/10/2029) |
| RSUs – unvested | 1,367 (2022); 2,481 (2023); 3,320 (2024) | Standard 3-year ratable vesting |
| PSUs – outstanding (unearned) | 5,611; 5,441; 8,201 | 2023/2024 cohorts; vesting depends on EPS/rTSR; cliff after performance period |
| 2024 shares vested | 6,998 | Value realized $414,070 (pre-tax) |
| Ownership guideline | 3x base salary | Compliance or within phase-in; NEOs average ~7x base salary |
| Deferred comp balance | $718,434 | As of 12/31/2024; 2024 exec contrib $317,148; company $115,150 |
Employment Terms (Summary Table)
| Term | Outside CiC | Double-trigger CiC |
|---|---|---|
| Cash multiple (salary + bonus) | 1x salary + 1x target bonus | 2x salary + 2x target bonus (CEO 2.5x) |
| Benefits continuation | 1 year (CEO 2 years) | 2 years (CEO 2.5 years) |
| Equity treatment | — | Options fully exercisable; PSUs: actual through termination + target thereafter; RSUs vest in full |
| Covenants | Confidentiality and non‑disparagement | Confidentiality and non‑disparagement |
| Gross‑ups | None | None |
Investment Implications
- Alignment: High performance leverage (EPS/rTSR PSUs; OI/CFO AIP) and strict ownership/anti‑hedging rules indicate strong alignment with shareholders; no single-trigger or gross-ups improves governance quality .
- Retention/vesting overhang: Meaningful unvested equity (PSUs vesting in Q1’26 and Q1’27 settlement windows; RSUs vesting annually 2025–2027) supports retention but may create periodic liquidity events around vesting; Tata had 6,998 shares vest in 2024 (no option exercises), suggesting manageable near-term selling pressure from tax settlements rather than discretionary sales .
- Change‑in‑control economics: For Tata, modeled CiC severance of ~$3.0M with full equity acceleration (per agreement formula) could motivate continuity through a transaction and reduce resistance to strategic alternatives; structure is market‑standard double‑trigger .
- Performance credibility: 2024 results show record revenue, doubling of net income, EBITDA margin expansion to 14.8%, and high rTSR percentile, which underpinned a 277% AIP payout and 169% PSU payout for the 2022 cycle—signals that realized pay has been tied to tangible value creation .