HEXCEL CORP DE
For the period ended May 2, 2024. Filed Mar 21, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 21, 2024
Contents
2024 Proxy Statement Summary
2024 PROXY STATEMENT
This summary highlights selected information contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.
The Meeting
| TO BE HELD ON May 2, 2024 | VIRTUAL MEETING www.virtualshareholdermeeting.com/HXL2024 |
| TIME 10:30 a.m., eastern daylight time | RECORD DATE March 11, 2024 |
You will be eligible to vote your shares of common stock at the Annual Meeting if you were a stockholder of record at the close of business on March 11, 2024. As of that date, 83,097,501 shares of common stock were issued and outstanding. The holders of 41,548,751 shares will constitute a quorum at the Annual Meeting.
Proposal and Board Recommendations
| Proposal No. | Proposal | Board Recommendation | Page No. |
|---|---|---|---|
| 1 | Elect eight directors | FOR all nominees | 1 |
| 2 | Approve, on an advisory, non-binding basis, 2023 executive compensation | FOR | 54 |
| 3 | Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2024 | FOR | 63 |
| ii | 2024 Proxy Statement |
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Board Nominees
Board Nominee Diversity
| 2024 Proxy Statement | iii |
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Corporate Governance Highlights
We believe that our corporate governance practices generally reflect best practices consistent with Hexcel’s and our stockholders’ interests. Key features of our corporate governance practices include:
| BOARD INDEPENDENCE | ◾ Seven of eight director nominees are independent ◾ Independent lead director empowered with broad responsibilities and governance duties ◾ CEO is the only management director ◾ All board committees are composed exclusively of independent directors |
|---|---|
| BOARD PRACTICES | ◾ Annual elections for all directors ◾ Majority voting policy triggering resignation in uncontested elections of directors ◾ Annual board and board committee self-evaluations, and peer review of individual directors every other year ◾ Regular review of committee chair and member rotation ◾ Mandatory retirement age of 70 for directors ◾ Regular executive sessions of board and committees without management present ◾ Director resignation policy for material changes in principal occupation ◾ Limits on director “overboarding” |
| OTHER BEST PRACTICES | ◾ One class of stock with equal voting rights ◾ Comprehensive enterprise risk, succession and business strategy oversight ◾ Policies prohibiting hedging and pledging Hexcel stock by directors and officers ◾ Robust stockholder engagement and outreach to allow for management and the board to understand and consider issues that matter most to stockholders, including executive compensation, corporate governance practices and sustainability matters |
Stock Ownership
| iv | 2024 Proxy Statement |
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Executive Compensation Highlights
Following a brief transition period to address the impact of the global pandemic, due in part to feedback received from our stockholders, Hexcel returned to its steady-state executive compensation design in 2023, which historically has received strong support from stockholders. Our compensation philosophy is to deliver pay for performance that is aligned with stockholders’ interests, and we follow a number of compensation practices designed to provide a level of performance that creates sustainable value for our stockholders.
| Annual Say-on-Pay vote | Mandatory and discretionary clawback policies for executive officer incentive-based compensation |
| Pay for performance – 84% of target CEO pay in 2023 was variable and at risk | No excise tax gross-up under severance agreements or under our Executive Severance Policy |
| Challenging performance targets under short-term and long-term incentive programs | No repricing of any stock options, including underwater stock options, without stockholder approval |
| Multi-year vesting period for equity incentive awards | No dividends on performance share awards or restricted stock units unless performance goals or time-based vesting conditions are met |
| Caps on incentive payouts | No pledging, hedging or short selling by our directors or by any Hexcel employee, including executive officers |
| Robust stock ownership guidelines – 6x base salary for CEO | No excessive executive perquisites |
Fiscal 2023 Performance Highlights
In 2023, our commercial aerospace and space & defense sales each grew 17% and our annual adjusted EPS grew more than 40% year over year from improved operating leverage. Commercial aerospace growth was led by widebody sales as demand for lightweight and fuel-efficient composite aircraft is strong and growing, and space & defense sales benefitted from higher spending globally, with record level sales achieved in the fourth quarter.
| $1,789M Sales were $1,789 million in 2023, an increase of 13.4% (12.9% in constant currency) compared to 2022. | $1.24 Diluted earnings per share was $1.24 in 2023, compared to $1.49 in 2022. | $257.1M Net cash provided by operating activities was $257.1 million in 2023, compared to $173.1 million in 2022. | |
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| $1.81 Adjusted diluted earnings per share was $1.81 in 2023, as compared to $1.28 in 2022. Adjusted diluted earnings per share is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share. | $148.9M Free cash flow, a non-GAAP financial measure, was $148.9 million in 2023, compared to $96.8 million in 2022. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $108.2 million in 2023 and $76.3 million in 2022. | ||
| Hexcel completed 2023 with double-digit sales growth, a significant year-over-year increase in our adjusted earnings per share, and strong cash generation. | |||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.