Suman B. Mookerji
About Suman B. Mookerji
Senior Vice President and Chief Financial Officer of Ducommun since May 3, 2023; age 46; prior roles at Ducommun include VP Strategy, Acquisitions & Integration (Apr 2017–Nov 2021) and VP Corporate Development & Investor Relations (Nov 2021–May 2023). He began his career in public accounting (Arthur Andersen; Ernst & Young) and later held strategy/M&A leadership roles at United Technologies (now RTX) and Capital Safety; education includes an MBA from Babson College and a BA from the University of Mumbai . Company performance during his tenure includes record 2024 revenue of $786.6M, net income of $31.5M, Adjusted EBITDA of $116.6M (14.8% margin), and a 22% stock price increase in 2024; 3-year TSR ranked in the 79th percentile vs. Russell 2000, underscoring the pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ducommun | SVP, CFO (also Treasurer) | May 2023–present | Financial leadership during record revenue year; margin expansion; 2024 AIP payout 277% reflecting strong performance vs. goals |
| Ducommun | VP, Corp Dev & IR | Nov 2021–May 2023 | Led M&A/IR; promoted to CFO |
| Ducommun | VP, Strategy, Acquisitions & Integration | Apr 2017–Nov 2021 | Corporate strategy, acquisitions, integrations |
| United Technologies (now RTX) | Corporate and BU Strategy/Development | Pre-2017 (not specifically dated) | Strategy and M&A leadership experience |
| Capital Safety (KKR portfolio company) | VP Corporate Development | Pre-2017 (not specifically dated) | Corporate development leadership |
| Arthur Andersen; Ernst & Young | Public Accounting | Began 1999 | Audit/financial foundation |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 476,692 | 528,401 |
| Target Bonus (% of base) | 65% | 65% |
| Actual Annual Cash Incentive ($) | 725,605 | 951,387 |
| Stock Awards – Grant Date Fair Value ($) | 1,035,095 | 1,317,632 |
| All Other Compensation ($) | 28,934 | 129,657 |
Notes:
- 2024 “All Other Compensation” includes automobile allowance ($18,024), life insurance premiums ($1,283), 401(k) match ($10,350), and a $100,000 company credit to the Nonqualified Deferred Compensation Plan (NQDCP) . 2024 NQDCP details: Registrant contribution $100,000; aggregate earnings $69,626; aggregate withdrawals/distributions $166,876; year-end balance $433,160 .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics, Weighting, Targets, and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual | Metric Funding | Contribution to Total |
|---|---|---|---|---|---|---|---|
| Operating Income (as adjusted) | 70% | 60.7 ($ thousands) | 66.0 ($ thousands) | 71.3 ($ thousands) | 74.3 ($ thousands) | 300% | 210% |
| Cash Flow from Operations (as adjusted) | 20% | 33.3 | 37.0 | 40.7 | 43.5 | 300% | 60% |
| Net Revenues | 10% | 777.1 | 793.0 | 808.8 | 786.6 | 70% | 7% |
| Total AIP Earned (as % of Target) | — | — | — | — | — | — | 277% |
- AIP paid only if adjusted net income exceeded a $10M threshold (achieved) . The Company highlighted 2024 stock +22%, market cap +24%, record revenues $786.6M, gross margin +350 bps, and near-$1B backlog as context for the high payout .
Long-Term Incentives (LTI) – 2024 Grants and Vesting
| Award Type | Grant Date | Target/Granted | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| PSUs – EPS with rTSR modifier | 5/14/2024 | 13,918 shares | 892,422 | 3-year performance (FY2024–FY2026); annual adjusted diluted EPS targets with rTSR modifier; cliff-vest at end of performance period |
| RSUs (time-based) | 5/14/2024 | 7,494 shares | 425,210 | Vests ratably in 1/3 tranches over three years (FY2024–FY2026) |
PSU Performance Curve (Adjusted Diluted EPS; same metrics apply to PSU awards):
- Threshold/Target/Maximum EPS and vesting: 2024: 2.55/2.70/2.86; 2025: 2.55/2.86/3.20; 2026: 2.55/3.03/3.58. Vesting each year contributes 10.0%/33.3%/66.6% of target units, respectively; total vest 30%/100%/200% if performance level is constant across years .
- rTSR modifier vs. Russell 2000 applied at the end of the 3-year period: 0.75–1.25x of EPS-based outcome; cannot exceed 1.0 unless absolute TSR is positive; overall PSU funding capped at 250% of target .
2024 Stock/Units Vested (realized):
- Shares vested in 2024: 9,516; value realized $565,004 (RSUs and PSUs from 2022 grant cycle) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/5/2025) | 56,751 shares; includes 12,200 stock options vested and exercisable; <1% of outstanding shares (14,863,345) |
| Options (exercisable/unexercisable; terms) | 2019 options exercisable: 4,700 @ $42.45 exp. 6/17/2029; 7,500 @ $40.44 exp. 10/10/2029 |
| Unvested RSUs (12/31/2024) | 1,558 (6/22/2022), 667 (8/30/2022), 4,657 (5/08/2023), 7,494 (5/14/2024) |
| Unearned PSUs (12/31/2024) | 10,538 and 10,218 (both 5/08/2023); 18,511 (5/14/2024) – subject to performance |
| Stock Ownership Guidelines | CEO 5x base salary; Other NEOs (incl. CFO) 3x base salary; as of 12/31/2024, “Other NEOs” average 7.0x; all NEOs are either in compliance or within allowed time to comply . (Policy originated in Aug 2020) |
| Pledging/Hedging | Company policy prohibits pledging or hedging of Ducommun securities by executives |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No individual employment agreement for NEOs (including CFO) |
| Severance (non-CIC) | If qualifying termination outside CIC: 1x base salary; target annual bonus for the year of termination; continuation of benefits for 1 year; confidentiality/non-disparagement covenants apply |
| Change-in-Control (Double Trigger) | If qualifying termination within 3 months prior to or 24 months post-CIC: 2x base salary and 2x target annual bonus; immediate vesting of RSUs; PSUs vest for elapsed periods at actual performance and at target for post-termination periods; stock options fully exercisable for full term; benefits continuation for 2 years; confidentiality/non-disparagement covenants apply (CEO multiple is 2.5x; NEOs 2x) |
| Clawback | Amended & Restated Clawback Policy (Aug 2023) compliant with SEC Rule 10D-1; applies to all incentive-based compensation for 3 fiscal years prior to a required restatement |
| Insider Trading/10b5-1 | Insider Trading Policy governs transactions; prohibits pledging/hedging; policy filed as exhibit to 2024 10-K |
| Indemnification | Individual indemnity agreement executed upon CFO appointment; maximum aggregate indemnity $45,000,000; various exclusions/conditions apply |
Performance & Track Record
- 2024 operating performance: revenues $786.6M; operating income $52.2M (+80% y/y); Adjusted EBITDA $116.6M (14.8% margin, +140 bps y/y); net income $31.5M (nearly doubled y/y); backlog just over $1B .
- Shareholder returns: stock price +22% in 2024; market cap +24%; 3-year TSR (2022–2024) ranked in the 79th percentile relative to the Russell 2000 (per WTW payout determination for 2022 PSU cohort) .
Compensation Structure Details (Design and Peer Context)
- Mix: For other NEOs (incl. CFO), 2024 target total direct compensation was ~70% at-risk and ~53% performance-based; RSUs vest over 3 years; PSUs earn on EPS with rTSR modifier over 3 years .
- Peer benchmarking: Committee generally targets 50th–75th percentile vs. proxy talent peer group and published surveys; 2024 peer set included AAR, AeroVironment, Astronics, Barnes, HEICO, Hexcel, Kaman, Kratos, Mercury Systems, RBC Bearings, Triumph .
- Say-on-pay: 2024 approval 88.3%; two-year average ~94% .
Investment Implications
- Alignment and retention: A significant portion of CFO pay is at-risk/performance-based (PSUs with EPS+rTSR), with time-based RSUs providing retention; ownership guidelines (3x salary) and the prohibition on pledging/hedging support alignment with shareholders .
- Incentive calibration and momentum: 2024 AIP paid 277% of target driven by substantial outperformance on adjusted operating income and cash flow; continued delivery against multi-year EPS targets will influence PSU outcomes (0–200% before rTSR modifier, up to 250% cap) .
- Potential selling pressure windows: Time-based RSUs (5/14/2024 grant) vest one-third annually over three years; vested options from 2019 (strike ~$40–$42) expire in 2029, potentially in the money and exercisable, though pledging/hedging is prohibited .
- Downside protections and change-in-control economics: Double-trigger CIC benefits (2x salary+bonus, equity acceleration) are market-typical and could mitigate retention risk during strategic processes, while the clawback regime reduces governance risk around financial reporting .
- Governance backdrop: High say-on-pay support and absence of related-party transactions since 2024 reinforce governance quality, supporting confidence in the pay-for-performance program .