Richard A. Baldridge
About Richard A. Baldridge
Richard A. Baldridge, age 66, is an independent director of Ducommun Incorporated (DCO) serving since 2013; his current term expires in 2026. He serves on the Audit and Innovation Committees. Baldridge is the former President and CEO of Viasat, Inc. (Nov 2020–Jun 2022), later Vice Chairman (Jul 2022–Jun 2023), and previously held EVP/CFO/COO roles; he earlier held executive positions at Raytheon’s Training Systems Division and at Hughes Information Systems and Hughes Training Inc. He continues to serve on Viasat’s board and is a director at EvoNexus, a non‑profit incubator .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viasat, Inc. | President & CEO; Vice Chairman; President & COO; EVP/CFO/COO | CEO: Nov 2020–Jun 2022; Vice Chairman: Jul 2022–Jun 2023; President & COO: 2003–2020; EVP/CFO/COO: 2000–2002 | Contributed broad operational and financial experience and defense market understanding |
| Raytheon Corp., Training Systems Division | Vice President & General Manager | Pre-1999; division acquired 1997 | Defense market, training systems expertise |
| Hughes Information Systems; Hughes Training Inc. | Executive roles | Pre-1997 | Operations and technology experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Viasat, Inc. | Director | 2016 | Public company board; telecom/satellite; complements DCO’s A&D exposure |
| EvoNexus | Director | — | Non‑profit business incubator; innovation ecosystem |
Board Governance
- Committee assignments: Audit Committee member; Innovation Committee member (Innovation Committee is the only mixed committee; all others are fully independent) .
- Audit Committee cadence and oversight: Seven meetings in 2024; Baldridge is a signatory to the Audit Committee report affirming financial reporting and internal control oversight .
- Independence: Board determined Baldridge is independent under NYSE standards and “financially literate” for Audit Committee service .
- Attendance: The Board met eight times in 2024; all directors attended over 80% of aggregate Board and applicable committee meetings, and all eight directors attended the 2024 Annual Meeting .
- Board structure and leadership: Lead Independent Director appointed Feb 25, 2025 with defined authorities over agendas, executive sessions, and shareholder communications (Baldridge is not LID) .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Cash fees (retainer + committee/meeting fees) | 102,500 | Baseline cash retainer $80,000; meeting fees $2,500 per meeting; committee chair fees apply only to chairs (not Baldridge) |
| Equity retainer (RSUs grant-date fair value) | 135,000 | Annual RSUs sized by $135,000 ÷ 5‑day average closing price; typical grant on/after annual meeting |
| Total 2024 director compensation | 237,500 | Mix aligned to market per 2024 compensation update |
Director Compensation Schedule (for context)
| Type | Amount ($) | How Paid |
|---|---|---|
| Annual cash retainer | 80,000 | Quarterly cash |
| Annual equity retainer (RSUs) | 135,000 | RSUs; one‑year vest |
| Lead Independent Director retainer | 30,000 | Quarterly cash |
| Chair retainers: Audit / Comp / G&N / Innovation | 17,500 / 12,500 / 7,500 / 7,500 | Quarterly cash |
| Committee meeting fees | 2,500 per meeting | Quarterly cash |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting Terms | Valuation Basis |
|---|---|---|---|---|
| RSUs (annual grant) | May 14, 2024 | 2,400 | Time‑based; vest on one‑year anniversary of grant | Grant‑date fair value under ASC 718 |
| Performance conditions | — | — | None disclosed for directors; RSUs are time‑based (no performance metrics) | — |
Notes: RSU counts set by dividing stated dollar value by average closing price over five trading days preceding grant; rounded to nearest 100 shares (for standard annual grants). New director grants use the single-day closing price on appointment date .
Other Directorships & Interlocks
| Company | Relationship to DCO | Observation |
|---|---|---|
| Viasat, Inc. (public) | No related‑party transactions reported | DCO disclosed no director/officer related‑party transactions >$120,000 since the start of FY2024 |
| EvoNexus (non‑profit) | — | External innovation role |
- Hedging/pledging: Company policy prohibits any director from hedging or pledging Ducommun stock, supporting alignment with shareholders .
- Related‑party governance: Any identified related‑party transactions are reviewed by the Audit Committee; none reported for FY2024+ as noted above .
Expertise & Qualifications
- Executive leadership: Nearly 25 years in senior roles at Viasat spanning finance, operations, and CEO responsibilities; brings broad operational and financial expertise and defense market understanding .
- Financial literacy: Board determined Baldridge is financially literate for Audit Committee service under NYSE standards (Audit Committee financial experts are Strycker and Boehle) .
- Technology/innovation oversight: Member of Innovation Committee, which advises on technology roadmap, cybersecurity oversight (with Board), R&D direction, and emerging A&D digital strategies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard A. Baldridge | 28,240 | <1% | Includes 2,400 RSUs scheduled to vest on May 14, 2025 |
| Director stock ownership guideline | 5× annual cash retainer | — | Measured on average trading price; directors are in compliance or have additional time to comply as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy bans hedging and pledging by directors |
Attempted Form 4 insider-trade retrieval for “Baldridge” (DCO) via the insider-trades skill; request failed (401). Will provide transaction details and post‑transaction holdings if available in a subsequent update.
Governance Assessment
- Strengths: Independent status; Audit Committee service and financial literacy; strong attendance norms (≥80% for all directors in 2024; full Annual Meeting attendance); rigorous director ownership guidelines; prohibition on hedging/pledging; no related‑party transactions reported; robust committee structures and clear LID responsibilities enhance oversight and investor confidence .
- Potential risks/considerations: Sector interlocks via Viasat board could theoretically present adjacency, but no related‑party exposure disclosed; Innovation Committee is chaired by the CEO (non‑independent), though the Audit, Compensation, and G&N committees are fully independent, mitigating governance risk in core oversight areas .
- Signals: Ongoing board refresh (5 new directors in past 4 years), defined LID powers, and explicit cybersecurity/ERM oversight indicate active governance practices supportive of shareholder alignment .
Citations
- 2025 Proxy (DEF 14A) director background, independence, committees, compensation, ownership, policies:
- 2024 Proxy (DEF 14A) context on updated director compensation schedule (effective 2024):