Sheila G. Kramer
About Sheila G. Kramer
Independent director at Ducommun Incorporated (DCO). Age 65; director since 2021. Former Chief Human Resources Officer at Donaldson Company (retired November 2024) with 30+ years in human capital leadership including VP HR at Taylor Corporation and 22 years at Lifetouch. Currently Chair of the Corporate Governance & Nominating Committee and member of the Compensation Committee; the Board has affirmed her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | Chief Human Resources Officer | Jan 2020 – Nov 2024 | Led global human capital; contributes CER oversight expertise |
| Donaldson Company, Inc. | Vice President, Human Resources | Oct 2015 – Dec 2019 | Senior HR leadership |
| Taylor Corporation | Vice President, Human Resources | 2013 – 2015 | HR leadership for Fortune 500 client base |
| Lifetouch, Inc. | Various leadership roles | ~22 years (pre-2013) | Long-tenured operating leadership |
External Roles
No other public company directorships disclosed for Ms. Kramer in Ducommun’s proxy statements .
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation .
- Independence: Board determined Kramer is independent under NYSE standards .
- Attendance: All directors attended over 80% of aggregate Board/committee meetings in 2024; all directors attended 100% in 2023 .
- Board structure: Lead Independent Director is Shirley G. Drazba (appointed Feb 25, 2025); CEO is combined Chair-CEO; all Audit, Compensation, and Corporate Governance & Nominating committees are fully independent .
- Committee activity (2024): Audit 7 meetings; Compensation 4; Corporate Governance & Nominating 3; Innovation 3 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly |
| Equity retainer (RSUs) | $135,000 | RSUs granted around the annual meeting; vest 1-year |
| Lead Independent Director cash retainer | $30,000 | Not applicable to Kramer |
| Committee chair cash retainers | Audit $17,500; Compensation $12,500; Corporate Governance & Nominating $7,500; Innovation $7,500 | Kramer chairs Corporate Governance & Nominating ($7,500) |
| Committee meeting fees | $2,500 per meeting | Paid quarterly |
Year-over-year changes (effective Jan 1, 2024):
| Component | 2023 Program | 2024 Program |
|---|---|---|
| Annual cash retainer | $70,000 | $80,000 |
| Equity RSU retainer | $100,000 | $135,000 |
| Committee meeting fee | $2,000/meeting | $2,500/meeting |
2024 actual director compensation (select rows):
| Director | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Sheila G. Kramer | $97,500 | $135,000 | $232,500 |
Performance Compensation
Ducommun does not use performance-based equity for non-employee directors; director equity is time-based RSUs vesting after one year . Kramer’s 2024 RSU grant details:
| Grant Date | RSUs Granted | Vesting | Valuation Basis |
|---|---|---|---|
| May 14, 2024 | 2,400 RSUs | Vest 1 year from grant | Average closing price over 5 days before grant ($56.62) |
Other Directorships & Interlocks
- No interlocks or outside public board roles disclosed for Kramer .
- Compensation consultant: Willis Towers Watson retained by Ducommun’s Compensation Committee; assessed as independent with no conflicts .
Expertise & Qualifications
- Human capital leadership (CHRO, VP HR); supports Board oversight of talent, succession, compensation, and CER initiatives .
- Corporate governance: Chairs Corporate Governance & Nominating, overseeing governance principles, Board composition, CER oversight, director orientation/education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Sheila G. Kramer | 8,200 | <1% | Includes 2,400 RSUs vesting May 14, 2025 |
- Director stock ownership guidelines: Each non-employee director must hold shares equal to 5x annual cash retainer ($80,000); compliance due by Dec 31 of the fifth year from initial election; all directors are compliant or within time to comply as of Dec 31, 2024 .
- Hedging/pledging: Company-wide policy prohibits hedging or pledging Ducommun securities .
Governance Assessment
- Strengths: Independent status; chair of governance; solid attendance; transparent director pay framework; strong stock ownership expectations; prohibition on hedging/pledging; no related-party transactions involving directors in 2024/2023 .
- Investor sentiment: Say-on-pay support remained strong—88.3% at 2024 annual meeting and a two-year average of 94%; 2025 votes approved say-on-pay (see table below) .
- Alignment: Time-based RSUs and ownership guidelines promote long-term alignment; absence of options for directors reduces risk-taking incentives .
RED FLAGS
- None disclosed: No related-party transactions >$120,000; no hedging/pledging permitted; director attendance thresholds met; no consultant conflicts reported .
Say‑on‑Pay & Shareholder Feedback
| Year | Say-on-Pay Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 11,523,049 | 483,311 | 637,357 | 1,123,278 |
| 2024 (disclosed) | 88.3% approval (percent of votes cast excluding abstentions) | — | — | — |
Notes on Data Availability
- Insider transactions: Attempted to fetch Form 4 data via insider-trades skill; access was unauthorized. Ownership and alignment assessments rely on proxy tables and company policies .