Samara A. Strycker

About Samara A. Strycker

Samara A. Strycker (age 53) is an independent director of Ducommun Incorporated (DCO), serving since 2021 with a term expiring in 2026. She is Executive Vice President and Chief Financial Officer of International Motors, LLC (f/k/a Navistar International Corporation) and brings deep finance and controllership experience, including senior roles at Navistar, GE Healthcare, and 15 years with PricewaterhouseCoopers LLP; she is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: The Board determined Strycker is independent under NYSE listing standards; all Audit and Compensation Committee members are independent .
• Committee assignments and chair roles:
  • Audit Committee Chair; the committee met seven times in 2024 .
  • Compensation Committee member .
  • Designated “audit committee financial expert” by the Board .
• Board meetings and executive sessions: Board met eight times in 2024; all directors attended over 80% of aggregate Board and applicable committee meetings. Executive sessions of non-management directors are held after each regular Board meeting .
• Lead Independent Director: Shirley G. Drazba was appointed Lead Independent Director on Feb 25, 2025; Strycker is not the lead .

Fixed Compensation

• Director pay structure (non-employee directors):
  • Annual cash retainer: $80,000
  • Equity-based annual retainer (RSUs): $135,000 (grant typically near annual meeting; vests at one year)
  • Committee chair retainers: Audit $17,500; Compensation $12,500; Corporate Governance & Nominating $7,500; Innovation $7,500
  • Meeting fees: $2,500 per committee meeting
  • Additional retainer for Lead Independent Director: $30,000 (not applicable to Strycker)

RSU Grant Detail:

• RSU grant on May 14, 2024: 2,400 RSUs; grant valued at the average closing price of $56.62 (five trading days preceding grant); vests on one-year anniversary .
• Equity program for directors is time-based RSUs; no stock options or other outstanding director equity awards as of Dec 31, 2024 (except one-time RSUs for newly appointed directors) .

Performance Compensation

• Non-employee director compensation does not include performance-based PSUs or option awards; 2024 director equity was time-based RSUs only .

Other Directorships & Interlocks

• Other public company directorships (Strycker): None disclosed in DCO’s proxy biography .
• Related-party and interlocks: The company reported no related party transactions ≥$120,000 involving directors or their immediate family for fiscal 2024; potential conflicts are reviewed via internal controls and Audit Committee oversight .

Expertise & Qualifications

• Core qualifications: Senior finance leadership (EVP & CFO), controllership and treasury expertise, external audit background; “audit committee financial expert” designation .
• Industry exposure: Commercial trucks, engines, healthcare, large-cap auditing .

Equity Ownership

• Beneficial ownership (as of Mar 5, 2025): 7,200 shares; includes 2,400 RSUs scheduled to vest on May 14, 2025 .
• Ownership guidelines: Non-employee directors must hold at least 5× annual Board cash retainer ($80,000), valued on 12-month average price, within five years of initial election; all directors are compliant or within time to comply as of Dec 31, 2024 .
• Hedging/pledging: Company policy prohibits directors, officers, and employees from pledging or hedging Ducommun securities .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting outcomes (Apr 30, 2025): Shareholders approved executive compensation on an advisory basis (For: 11,523,049; Against: 637,357; Abstain: 483,311; Broker non-votes: 1,123,278). Directors Daniel L. Boehle and Daniel G. Korte were elected for three-year terms ending in 2028 .
• Ongoing shareholder engagement: Management held >70 investor meetings and >19 analyst meetings in 2024; Board emphasizes engagement on governance and compensation topics .

Risk Indicators & Red Flags

• Compliance and ethics: Codes of Business Conduct and Senior Financial Officers; clawback policy compliant with SEC Rule 10D-1; Audit Committee independence affirmed; Audit Committee report signed by Strycker as Chair .
• Related-party transactions: None reported for FY2024 involving directors (mitigates conflict risk) .
• Hedging/pledging prohibition: Alignment reinforced by policy .
• Attendance and engagement: Board met eight times; all directors attended >80% of aggregate meetings, indicating engagement .
• Potential time-allocation consideration: Strycker holds a demanding CFO role while serving as Audit Chair; Board-level attendance suggests sufficient engagement in 2024 .

Governance Assessment

• Strengths:
  • Independent director and Audit Committee Chair with “financial expert” designation; strong finance pedigree (PwC, GE, Navistar) supporting audit and oversight rigor .
  • Robust governance policies: clawbacks, no hedging/pledging, stock ownership guidelines; no related-party transactions disclosed .
  • Board effectiveness indicators: frequent Audit meetings (7), Board meetings (8), and >80% attendance by all directors; structured executive sessions and independent lead director role .
• Alignment:
  • Director pay mix balances cash and time-based equity; RSU grants vest annually, promoting retention and alignment without short-term risk-taking incentives .
  • Ownership guideline at 5× cash retainer enhances long-term alignment; Strycker holds 7,200 shares including 2,400 RSUs .
• Watch items (not flagged by disclosures):
  • Concurrent external CFO responsibilities may require continued monitoring to ensure sustained audit chair capacity, though 2024 attendance benchmarks were met by all directors .
  • Ensure continued independence and avoidance of interlocks with International Motors/Navistar; no related-party transactions reported for 2024 .