Shirley G. Drazba
About Shirley G. Drazba
Shirley G. Drazba is Ducommun’s Lead Independent Director (appointed February 25, 2025) and Chairs the Compensation Committee; she also serves on the Corporate Governance & Nominating Committee . Background includes Corporate Vice President, Product Line Strategy & Innovation at IDEX Corporation (2014–2017) and ~20 years in engineering/technical leadership at Honeywell International . Age: 67; independent under NYSE rules; years on DCO board reported as Director Since 2018 in the 2024 proxy and 2008 in the 2025 proxy (likely a disclosure inconsistency) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEX Corporation | Corporate Vice President, Product Line Strategy & Innovation | 2014–2017 | Led product strategy/innovation; market positioning; acquisitions |
| Honeywell International | Engineering and technical leadership roles | ~20 years | Developed technical/engineering leadership credentials in aerospace |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
| Notes: Drazba’s biography does not list current public company directorships; other directors list external boards (e.g., Baldridge at Viasat; Flatt at Curtiss‑Wright), but none are attributed to Drazba . |
Board Governance
| Attribute | 2023 | 2024 | 2025 |
|---|---|---|---|
| Committees | Compensation (member); Innovation (Chair) | Compensation (member); Innovation (Chair) (roles persisted across 2023 board year into 2024 proxy cycle) | Compensation (Chair); Corporate Governance & Nominating (member) |
| Independence | Independent (NYSE) | Independent (NYSE) | Independent (NYSE); Lead Independent Director |
| Lead Independent Director | Dean M. Flatt | Dean M. Flatt | Shirley G. Drazba; responsibilities include agendas, executive sessions, liaison with shareholders/directors |
| Board meetings and attendance | 5 board meetings; all directors 100% attendance | 8 board meetings; all directors attended >80% of aggregate Board/committee meetings | Not yet disclosed (post-appointment governance responsibilities defined) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (actual) | $93,500 | $105,000 |
| Equity awards (actual) | $100,000 (RSUs) | $135,000 (RSUs) |
| Total | $193,500 | $240,000 |
Director fee structure (adopted for 2024): Annual cash retainer $80,000; annual equity retainer $135,000 (RSUs vest in 1 year); Committee chair retainers: Audit $17,500; Compensation $12,500; Corporate Governance & Nominating $7,500; Innovation $7,500; Meeting fees $2,500 per meeting; Lead Independent Director retainer $30,000 . The increase from 2018 levels to the 2024 structure was approved to align with market benchmarks .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned director awards are disclosed.
| Grant Detail | 2023 | 2024 |
|---|---|---|
| RSU shares granted to Drazba | 2,000 | 2,400 (granted May 14, 2024) |
| Grant-date valuation method | Aggregate grant-date fair value per ASC 718; $100,000 | Aggregate grant-date fair value per ASC 718; $135,000; priced off 5-day average ($56.62) |
| Vesting | 1-year from grant date | 1-year from grant date |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Drazba |
| Potential interlocks | None disclosed; no related-party transactions >$120,000 involving directors since FY2024 |
| Prior public company boards | Not disclosed in Drazba’s profile |
Expertise & Qualifications
- Product strategy, innovation, commercial excellence; market positioning and acquisitions (IDEX) .
- Deep aerospace-related technical leadership (Honeywell) .
- Board-level leadership as Innovation Committee Chair (2023–2024) and Compensation Committee Chair (2025), plus Lead Independent Director responsibilities .
Equity Ownership
| Metric | 2024 (as of Feb 26, 2024) | 2025 (as of Mar 5, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 12,240 (incl. 2,000 RSUs vesting Apr 26, 2024) | 14,640 (incl. 2,400 RSUs vesting May 14, 2025) |
| % of shares outstanding | <1% | <1% |
| Vested vs. unvested breakdown | Unvested RSUs 2,000 vesting Apr 26, 2024 | Unvested RSUs 2,400 vesting May 14, 2025 |
| Hedging/pledging | Company policy prohibits pledging/hedging by directors | |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer ($80,000) by Dec 31 of 5th year post‑election; all directors compliant or have time |
Governance Assessment
- Board effectiveness: Elevated responsibility as Lead Independent Director (agenda-setting, executive sessions, shareholder liaison), plus Compensation Chair role—strong governance signal for independent oversight .
- Independence & engagement: Independent under NYSE; 2023 attendance 100% across Board/committees; 2024 attendance >80% threshold met for all directors; board met 5 (2023) and 8 (2024) times—solid engagement cadence .
- Pay/ownership alignment: Standard director mix (cash + time‑based RSUs), increased to market levels in 2024; stringent stock ownership guidelines; prohibition on hedging/pledging; clawback policy applies to incentive compensation (company-wide) .
- Conflicts/related parties: No related-party transactions involving directors since FY2024; independent compensation consultant (WTW) assessed for conflicts; none identified .
- RED FLAGS: None evident in disclosed materials. Note: inconsistent “Director Since” disclosure (2018 vs 2008) likely clerical—monitor future filings for correction . Say‑on‑pay support strong (88% in 2024; 99% in 2023), indicating investor confidence in compensation governance .