HEXCEL CORP /DE/
For the period ended May 8, 2025. Filed Mar 25, 2025.
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 8, 2025 · Filed Mar 25, 2025
Contents
2025 Proxy Statement Summary
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 8, 2025 | VIRTUAL MEETING www.virtualshareholdermeeting.com/HXL2025 |
| TIME 10:30 a.m., eastern daylight time | RECORD DATE March 13, 2025 |
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 13, 2025. As of that date, 80,389,391 shares of common stock were issued and outstanding. The holders of 40,194,696 shares will constitute a quorum at the Annual Meeting.
Proposal and Board Recommendations
| Proposal No. | Proposal | Board Recommendation | Page No. |
|---|---|---|---|
| 1 | Elect nine directors | FOR all nominees | 1 |
| 2 | Approve, on an advisory, non-binding basis, 2024 executive compensation | FOR | 60 |
| 3 | Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2025 | FOR | 71 |
| 4 | Approve the amendment and restatement of the Hexcel Corporation 2016 Employee Stock Purchase Plan, including to increase available shares | FOR | 72 |
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Board Nominee Snapshot
| 2025 PROXY STATEMENT | iii |
Director Skills and Experience and Board Committees
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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 nine director nominees are independent ◾ Independent lead director empowered with broad responsibilities and governance duties ◾ CEO is the only director who is currently a member of management ◾ 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
Executive Compensation Highlights
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 | No excise tax gross-up under severance agreements or under our Executive Severance Policy |
| Pay for performance – 85% of target CEO pay in 2024 was variable and at risk | No repricing of any stock options, including underwater stock options, without stockholder approval |
| Challenging performance targets under short-term and long-term incentive programs | No dividends on performance share awards or restricted stock units unless performance goals or time-based vesting conditions are met |
| Multi-year vesting period for equity incentive awards | No pledging, hedging or short selling by our directors or by any Hexcel employee, including executive officers |
| Caps on incentive payouts | No excessive executive perquisites |
| Robust stock ownership guidelines – 6x base salary for CEO | |
| Mandatory and discretionary clawback policies for executive officer incentive-based compensation |
| 2025 PROXY STATEMENT | v |
Fiscal 2024 Performance Highlights
In 2024, our total sales grew 6% and our annual adjusted EPS grew 12% year-over-year from improved operating leverage. Commercial Aerospace, our largestend-market segment, generated 12% sales growth year-over-year.
| $1,903M Sales were $1,903 million in 2024, an increase of 6.4% compared to 2023. | $1.59 Diluted earnings per share was $1.59 in 2024, compared to $1.24 in 2023. | $289.9M Net cash provided by operating activities was $289.9 million in 2024, compared to $257.1 million in 2023. | |
|---|---|---|---|
| $2.03 Adjusted diluted earnings per share was $2.03 in 2024, as compared to $1.81 in 2023. 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. | $202.9M Free cash flow, a non-GAAP financial measure, was $202.9 million in 2024, compared to $148.9 million in 2023. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $87.0 million in 2024 and $108.2 million in 2023. | ||
| Hexcel completed 2024 with strong sales driven by double-digit growth in the Commercial Aerospace market, double-digit year-over-year growth in adjusted earnings per share, and strong cash generation. | |||
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