HEXCEL CORP /DE/
For the period ended May 14, 2026. Filed Apr 1, 2026.
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 14, 2026 · Filed Apr 1, 2026
Contents
2026 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 | TIME | VIRTUAL MEETING | RECORD DATE |
|---|---|---|---|
| May 14, 2026 | 10:30 a.m., easterndaylight time | www.virtualshareholdermeeting.com/HXL2026 | March 17, 2026 |
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 17, 2026. As of that date, 75,394,986 shares of common stock were issued and outstanding. The holders of 37,697,494 shares will constitute a quorum at the Annual Meeting.
Proposal and Board Recommendations
| Proposal · Board Recommendation · PageNumber | |||
|---|---|---|---|
| 1 | Elect nine directors | For all nominees | 1 |
| 2 | Approve, on an advisory, non-binding basis, 2025 executive compensation | 62 | |
| 3 | Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026 | 73 | |
| 4 | Approve the Hexcel Corporation Long-Term Incentive Plan | 74 | |
| 2026 PROXY STATEMENT | i |
|---|
Fiscal 2025 Performance Highlights
| More than $800Mhas been returned to stockholders since the beginning of 2024 through dividends and share repurchases. | $1.37Diluted earningsper share was $1.37 in 2025, compared to $1.59 in 2024. | $1.76Adjusted dilutedearnings per share was $1.76 in 2025, as compared to $2.03 in 2024. 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. | $1,894MSaleswere $1,894 million in 2025, a decrease of 0.5% compared to 2024. | ||
|---|---|---|---|---|---|
| $230.5MNet cashprovided by operating activities was $230.5 million in 2025, compared to $289.9 million in 2024. | $157.2MFree cash flowa non-GAAP financial measure, was $157.2 million in 2025, compared to $202.9 million in 2024. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $73.3 million in 2025 and $87.0 million in 2024. | ||||
ii
Board Nominee Snapshot
Our Director Nominees
| Thomas C. Gentile III | James J. Cannon | Cynthia M. Egnotovich |
|---|---|---|
| Director Since 2024 | Director Since 2024 | Director Since 2015 |
| Guy C. Hachey | Dr. Patricia A. Hubbard | Neal J. Keating |
| Director Since 2014 | Director Since 2024 | Director Since 2026 |
| David H. Li | Nick L. Stanage | Catherine A. Suever |
| Director Since 2025 | Director Since 2013 | Director Since 2018 |
| 2026 PROXY STATEMENT | iii |
|---|
Our Director Refreshment
Details of the board’s refreshment activities and changes toaverage tenure since 2024 are as follows:
| -4RESIGNEDSINCE 2024 · +5APPOINTEDSINCE 2024 · 2024 · 2026 | |
|---|---|
| 9 | 5 |
| YEARS | YEARS |
The following directors have been appointed to the board since 2024:
| James J.Cannon | Thomas C.Gentile III | Dr. Patricia A. Hubbard | David H. Li | Neal J. Keating | ||
| 2024 | 2025 | 2026 | ||||
Our Board Composition
*One director self-identifies as racially/ethnically diverse
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.