Hexcel Corp Files 8-K: Director Changes & Executive Comp Updates

TL;DR

Hexcel board shakeup and exec pay changes filed. Watch for strategic shifts.

AI Summary

On April 9, 2024, Hexcel Corporation filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers. It also covers financial statements and exhibits, along with a Regulation FD Disclosure.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation updates, not immediate financial distress or significant operational changes.

Key Players & Entities

• HEXCEL CORP /DE/ (company) — Registrant
• April 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 HXL New York Stock Exchange Indicate
• $500,000 — ll receive an annualized base salary of $500,000 and a target annual bonus opportunity f
• $1,100,000 — e will receive an annual base salary of $1,100,000 and will have a target annual bonus opp
• $250,000 — r. Gentile with a cash signing bonus of $250,000 and a sign-on equity award following th
• $2,000,000 — s employment with a grant date value of $2,000,000, divided equally between restricted sto
• $1.925 billion — forth below. 2024 Guidance Sales of $1.925 billion to $2.025 billion Adjusted diluted ea
• $2.025 billion — 4 Guidance Sales of $1.925 billion to $2.025 billion Adjusted diluted earnings per share o
• $2.10 — Adjusted diluted earnings per share of $2.10 to $2.30 Free cash flow of greater th
• $2.30 — diluted earnings per share of $2.10 to $2.30 Free cash flow of greater than $200 m
• $200 million — $2.30 Free cash flow of greater than $200 million Commercial Aerospace sales: Up mid-te
• $100 million — its Capital expenditures of less than $100 million Effective tax rate of 22.0% Mid-Ter
• $1.5 billion — to 2026: Adjusted EBITDA* greater than $1.5 billion Free Cash Flow* greater than $800 mil
• $800 million — billion Free Cash Flow* greater than $800 million *Non-GAAP Measures Adjusted diluted

Filing Documents

• c108777_8k-ixbrl.htm (8-K) — 40KB
• c108777_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 10KB
• 0000930413-24-001263.txt ( ) — 212KB
• hxl-20240409_def.xml (EX-101.DEF) — 11KB
• hxl-20240409_lab.xml (EX-101.LAB) — 20KB
• hxl-20240409_pre.xml (EX-101.PRE) — 11KB
• hxl-20240409.xsd (EX-101.SCH) — 3KB
• c108777_8k-ixbrl_htm.xml (XML) — 3KB

02.

Item 5.02. ... Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On April 9, 2024, Hexcel Corporation (the "Company") announced the transition of Nick L. Stanage from his position as President and Chief Executive Officer of the Company and Chairman of the Company's Board of Directors (the "Board") to the position of Executive Chairman ("Executive Chairman") of the Board, and the appointment of Thomas C. Gentile III as Chief Executive Officer and President of the Company, in each case, effective May 1, 2024. Mr. Stanage is expected to serve as the Executive Chairman and as a member of the Board until December 31, 2024. Executive Chairman Appointment On April 9, 2024, the Company entered into a letter agreement with Mr. Stanage regarding his service as Executive Chairman. The letter agreement provides that Mr. Stanage will serve as Executive Chairman from May 1, 2024 through December 31, 2024 (or an earlier date of termination). During his employment as Executive Chairman, Mr. Stanage will receive an annualized base salary of $500,000 and a target annual bonus opportunity for 2024 equal to 110% of the base salary actually paid to him in 2024. He will be eligible to continue to participate in the Company's employee benefit plans on the same basis as currently applies to him. Under the letter agreement, the termination of Mr. Stanage's employment with the Company on December 31, 2024, or upon an earlier termination by the Company without cause or voluntarily by him, will be treated as a retirement; provided, however, that if such termination is by the Company without cause or by him for good reason in either case following a change in control of the Company, Mr. Stanage will be eligible to receive severance payments and benefits in accordance with the Company's Executive Severance Policy. Chief Executive Officer and President Appointment Mr. Gentile, 59, was the Pre

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 9, 2024, the Company announced it is reaffirming its full year 2024 financial guidance previously announced on January 24, 2024, and reaffirmed on February 20, 2024, as well as its financial outlook for the three-year period 2024 to 2026 previously announced on February 20, 2024. The previously announced full year 2024 and mid-term guidance is set forth below. 2024 Guidance Sales of $1.925 billion to $2.025 billion Adjusted diluted earnings per share of $2.10 to $2.30 Free cash flow of greater than $200 million Commercial Aerospace sales: Up mid-teens Space & Defense sales: Up mid-single digits Industrial sales: Up low to mid-single digits Capital expenditures of less than $100 million Effective tax rate of 22.0% Mid-Term Guidance For the three-year period 2024 to 2026: Total Sales to grow at a compounded annual growth rate (CAGR) of 10%-12% o Commercial Aerospace 12%-16% CAGR o Space & Defense 5%-10% CAGR o Industrial 3%-6% CAGR Adjusted Diluted Earnings Per Share* to grow at greater than a 25% CAGR Capital Expenditures of less than $100 million per year during this three-year period Cumulatively for the three-year period 2024 to 2026: Adjusted EBITDA* greater than $1.5 billion Free Cash Flow* greater than $800 million *Non-GAAP Measures Adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation and amortization, and free cash flow (defined as cash provided by operating activities less cash payments for capital expenditures) are financial measures not calculated in accordance with generally accepted accounting principles ("GAAP"). Management believes that adjusted diluted earnings per share, EBITDA and free cash flow are meaningful to investors because they provide a view of the Company with respect to ongoing operating results excluding special items. Special items represent significant charges or credits that are important to an understanding o

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 99.1 Press Release, dated April 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEXCEL CORPORATION Date: April 9, 2024 By: /s/ Gail E. Lehman Gail E. Lehman Executive Vice President, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR