Hexcel Corp. files DEF 14A for the fiscal year ending December 31, 2023.

Ticker: HXL · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 717605

Sentiment: neutral

Topics: DEF 14A, HXL, Executive Compensation, Corporate Governance, Shareholder Meeting

TL;DR

<b>HXL files DEF 14A detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

HEXCEL CORP /DE/ (HXL) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. HXL filed a DEF 14A on March 21, 2024, for the period ending May 2, 2024. The filing covers the fiscal year ending December 31, 2023. HXL's Central Index Key is 0000717605. The company's Standard Industrial Classification is 2821 (Plastics, Materials, Syn Resins & Nonvulcan Elastomers). HXL's principal executive offices are located in Stamford, CT.

Why It Matters

For investors and stakeholders tracking HEXCEL CORP /DE/, this filing contains several important signals. This DEF 14A filing provides crucial information regarding executive compensation, director elections, and other shareholder matters, which are vital for investors to understand the company's governance and pay practices. The detailed disclosures within this filing allow shareholders to make informed decisions regarding their votes on proposals presented at the upcoming shareholder meeting.

Risk Assessment

Risk Level: low — HEXCEL CORP /DE/ shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant operational changes.

Analyst Insight

Review the executive compensation details and director nominations to assess alignment with shareholder interests and company performance.

Key Numbers

Key Players & Entities

FAQ

When did HEXCEL CORP /DE/ file this DEF 14A?

HEXCEL CORP /DE/ filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by HEXCEL CORP /DE/ (HXL).

Where can I read the original DEF 14A filing from HEXCEL CORP /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HEXCEL CORP /DE/.

What are the key takeaways from HEXCEL CORP /DE/'s DEF 14A?

HEXCEL CORP /DE/ filed this DEF 14A on March 21, 2024. Key takeaways: HXL filed a DEF 14A on March 21, 2024, for the period ending May 2, 2024.. The filing covers the fiscal year ending December 31, 2023.. HXL's Central Index Key is 0000717605..

Is HEXCEL CORP /DE/ a risky investment based on this filing?

Based on this DEF 14A, HEXCEL CORP /DE/ presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant operational changes.

What should investors do after reading HEXCEL CORP /DE/'s DEF 14A?

Review the executive compensation details and director nominations to assess alignment with shareholder interests and company performance. The overall sentiment from this filing is neutral.

How does HEXCEL CORP /DE/ compare to its industry peers?

HXL operates in the plastics, materials, synthetic resins, and non-vulcanized elastomers industry.

Are there regulatory concerns for HEXCEL CORP /DE/?

The filing is made under the Securities Exchange Act of 1934, specifically Form DEF 14A, which requires detailed disclosure of executive compensation and corporate governance matters.

Industry Context

HXL operates in the plastics, materials, synthetic resins, and non-vulcanized elastomers industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Form DEF 14A, which requires detailed disclosure of executive compensation and corporate governance matters.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review the proposals related to director elections and corporate governance.
  3. Compare HXL's executive compensation practices to industry peers.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual shareholder meetings and does not represent a change from previous filings in terms of the type of information disclosed.

Filing Stats: 4,560 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-03-21 16:07:57

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management 20 Stock Beneficially Owned by Principal Stockholders 20 Stock Beneficially Owned by Directors and Officers 21 Compensation Discussion and Analysis 22 2023 NEO Executive Summary 22 Stockholder Engagement and Consideration of Last Year's Advisory Say-on-Pay Vote 22 Summary of Key Compensation Changes for 2023 23 Fiscal 2023 Performance Highlights 23

Executive Compensation Overview

Executive Compensation Overview 24 Structure of Our Compensation 24 Our Compensation Best Practices 26 2023 Compensation 28 Ongoing and Post-Employment Arrangements 36 Stock Ownership Guidelines 38 Clawback Policies 39 Tax Considerations 39 Compensation Committee Report 40

Executive Compensation

Executive Compensation 41 Summary Compensation Table 41 Grants of Plan-Based Awards in 2023 43 Outstanding Equity Awards at 2023 Fiscal Year-End 44 Option Exercises and Stock Vested in 2023 46 Pension Benefits in 2023 46 Non-Qualified Deferred Compensation in 2023 47 Potential Payments Upon Termination or Change in Control 48 Potential Payments and Benefits Upon Termination of Employment on December 31, 2023 52 Proposal 2—Advisory Approval of the Company's 2023 Executive Compensation 54 CEO Pay Ratio 55 Pay Versus Performance 56 Equity Compensation Plan Information 61 Audit Committee Report 62 Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm 63 Certain Relationships and Related Person Transactions 64 Delinquent Section 16(a) Reports 65 Other Matters 66 Stockholder Proposals 67 Annual Report 68 Annex A A-1 2024 Proxy Statement Table of Contents This proxy statement is furnished to the holders of common stock of Hexcel Corporation ("Hexcel," the "company," "we," "us" or "our") in connection with the solicitation of proxies by Hexcel on behalf of the board of directors of the company (the "board of directors" or the "board") for use at the Annual Meeting of Stockholders, or any adjournments or postponements thereof, to be held on May 2, 2024 (the "Annual Meeting"). The proxy materials, including this proxy statement, our annual report to stockholders, and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the "Notice"), are first being distributed or made available to stockholders on or about March 21, 2024. This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our sustainability goals, targets, commitments, plans and strategies. These statements involve risks and uncertainties and are based on current expectation

Executive Compensation Highlights

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 202

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