DEF 14A 1 c100775_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

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o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material under §240.14a-12

HEXCEL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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2021 Notice of Annual Meeting
of Stockholders

Hexcel Corporation

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 10, 2021

The Annual Meeting of Stockholders of Hexcel Corporation will be held on May 10, 2021 at 10:30 a.m., eastern daylight time, for the following purposes:

1.	To elect eight directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

2.	To vote on a proposal to approve, on an advisory, non-binding basis, the company’s 2020 executive compensation;

3.	To vote on a proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2021;

4.	To approve the amendment and restatement of the Hexcel Corporation 2016 Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan by 300,000 shares of common stock; and

5.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Due to the ongoing effects of the COVID-19 pandemic, this year’s meeting will again be a “virtual meeting” of stockholders. You will be able to attend the meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HXL2021. To participate in the annual meeting, you will need the 16-digit number that is printed in the box marked by an arrow included in the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction card mailed to you. Online check-in will begin at 10:15 a.m., eastern daylight time. Please allow time for the online check-in procedures.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the cost of our meeting, and conserves natural resources. On or about March 25, 2021, we will mail to our stockholders (other than those who previously requested electronic delivery or a printed copy of our proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote online. Such notice is not a proxy card and cannot be used to vote your shares. The notice will also include instructions on how you can receive a paper copy of the proxy materials.

The Board of Directors has fixed the close of business on March 15, 2021, as the record date for determination of the stockholders entitled to vote at the meeting or any adjournments or postponements thereof.

By order of the Board of Directors

Gail E. Lehman

Executive Vice President, General Counsel and Secretary

Dated: March 25, 2021

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE BY PROXY BY CASTING YOUR VOTE THROUGH THE INTERNET, BY TELEPHONE, OR BY MAIL EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE.

IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 10, 2021

The proxy statement, annual report to stockholders and related materials are available at www.proxyvote.com.



TABLE OF CONTENTS

2021 PROXY STATEMENT SUMMARY	i

QUESTIONS AND ANSWERS	vi

PROPOSAL 1—ELECTION OF DIRECTORS	1
Majority Voting Standard for Election of Directors	1
Information Regarding the Directors	2
Independence of Directors	8
Board Service	8
Meetings and Standing Committees of the Board of Directors	9
Board Leadership Structure	12
Board Evaluation Process	13
Risk Oversight	13
Stockholder Rights Plan	14
Succession Planning	14
Stockholder Engagement	14
Contacting the Board	15
Code of Business Conduct	15
Director Compensation in 2020	15

EXECUTIVE OFFICERS	18

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
Executive Summary	22
Executive Compensation Overview	28
2020 Compensation	31
Ongoing and Post-Employment Arrangements	39
Stock Ownership Guidelines	42
Clawback Policy	43
Tax Considerations	43

COMPENSATION COMMITTEE REPORT	45

EXECUTIVE COMPENSATION	46
Summary Compensation Table	46
Grants of Plan-Based Awards in 2020	48
Outstanding Equity Awards at 2020 Fiscal Year-End	49
Option Exercises and Stock Vested in 2020	50
Pension Benefits in 2020	51
Non-Qualified Deferred Compensation in 2020	53
Potential Payments Upon Termination or Change in Control	54
Potential Payments and Benefits Upon Termination of Employment on December 31, 2020	59

PROPOSAL 2—ADVISORY APPROVAL OF THE COMPANY’S 2020 EXECUTIVE COMPENSATION	62

CEO PAY RATIO	63

EQUITY COMPENSATION PLAN INFORMATION	64

AUDIT COMMITTEE REPORT	65

PROPOSAL 3—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66

PROPOSAL 4—APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE EMPLOYEE STOCK PURCHASE PLAN	67

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	71

DELINQUENT SECTION 16(a) REPORTS	72

OTHER MATTERS	73

STOCKHOLDER PROPOSALS	74

ANNUAL REPORT	75

ANNEX A	A-1

ANNEX B	B-1

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 10, 2021 (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 25, 2021.

HEXCEL CORPORATION | 2021 Proxy Statement

2021 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 10, 2021

TIME:		10:30 a.m., eastern daylight time

VIRTUAL ANNUAL MEETING SITE:		www.virtualshareholdermeeting.com/HXL2021

RECORD DATE:		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 15, 2021. As of that date, 83,725,385 shares of common stock were issued and outstanding. The holders of 41,862,693 shares will constitute a quorum at the Annual Meeting.

Proposals and Board Recommendations

Proposal No.	Proposal	Board Recommendation	See Page
1	Elect eight directors	FOR all nominees	1
2	Approve, on an advisory, non-binding basis, 2020 executive compensation	FOR	62
3	Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2021	FOR	66
4	Approve the amendment and restatement of the 2016 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan” or “ESPP”)	FOR	67

HEXCEL CORPORATION | 2021 Proxy Statement

2021 PROXY STATEMENT SUMMARY

2021 Director Nominee Highlights

HEXCEL CORPORATION | 2021 Proxy Statement

2021 PROXY STATEMENT SUMMARY

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

✓ Robust stockholder engagement and outreach to allow for management and the board to understand and consider issues that matter most to stockholders


Stock Ownership

CEO	6X	Annual Base Salary

Executive VPs	3X	Annual Base Salary

Other Executive Officers	2X	Annual Base Salary

Other Officers	1X	Annual Base Salary

Directors	5X	Annual Cash Retainer

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Sustainability at Hexcel

At Hexcel, we strive to be an industry leader and a responsible steward of resources—both human and natural. We have embraced our corporate purpose to propel the future of flight, energy generation, transportation and recreation through excellence in advanced material solutions that create a better world for us all.

We are committed to relentlessly pursuing a safe, productive workplace while minimizing our environmental impact on the communities where we operate. By doing so, we gain the confidence and trust of our workforce, and create value for our customers and stockholders. We have also designed stewardship into our products. Our innovation helps our customers and their supply chains reduce energy use, lower lifecycle operational costs and improve lifecycle efficiency.

We continually evaluate our sustainability strategy, which encompasses our approach to environmental, social and related governance issues, against industry best practices and the needs of society to improve our performance and better serve the interests of our stakeholders. In 2019, the board added sustainability oversight to the nominating and corporate governance committee charter responsibilities and, in 2020, changed the name of the committee to the nominating, governance and sustainability committee, to highlight the increased focus by the committee on sustainability issues in the execution of its duties.

Ethical Conduct	n Strong Ethics and Business Conduct Program guided by the Hexcel Values focused on doing the right thing and regular campaigns to promote “speaking up.” n Annual certification by officers, directors and salaried employees to code of conduct compliance. n Regular communication and training on relevant ethics and compliance topics.
Environmental	n Robust policies and processes that incorporate the principles of ISO 14001:2015 environmental management and attained corporate-wide certification in 2019. n Decrease in greenhouse gas emissions by nearly 15% and municipal and hazardous waste by nearly 35% over the last five years. n Increase in renewable energy sourcing to approximately 25%, and nearly one-third of total waste recycled annually.
Health & Safety	n Robust policies and processes that incorporate the principles of ISO 45001:2018 occupational health and safety standards management and attained corporate-wide certification in 2019. n Reduced recordable injury rate by 48% and lost-time injury rate by 52% over the last five years. n Why I Work Safely and Soar to Zero safety initiatives seek to reinforce a spirit of continuous improvement focused on interdependent culture, personal accountability and empowerment, and systems to ensure reliable, sustainable health and safety performance.
Diversity & Inclusion	n Promotion of diversity and inclusion through recruiting efforts that prioritize diversity, equitable compensation policies, enabling career-development opportunities and educational workshops to promote a positive and collaborative culture. n Prioritized selection from a diverse pool of candidates when filling board vacancy in 2020 in response to board self-assessments that identified opportunities to enhance the skillsets and diversity of the board.
Supply Chain Management	n Suppliers required to comply with all applicable laws and regulations, including laws related to equal opportunity and non-discrimination, and those prohibiting human trafficking and slavery. n Supplier code of conduct sets expectations with respect to human rights, labor conditions, workplace health and safety, environmental protection, and other ethical business practices.
Community	n Donations through local Hexcel sites totaled more than $350,000 in 2019, and more than 1,400 hours in employee volunteer time contributed. n Hexcel Foundation grants of $240,000 in the aggregate from 2019-2020 focused on improving education, fighting cancer, and relieving hunger and homelessness worldwide. n Matching contributions program that matches employee contributions to certain charities and universities. n Donations of medical supplies by several sites globally to assist our communities with COVID-19 response in 2020.

HEXCEL CORPORATION | 2021 Proxy Statement

2021 PROXY STATEMENT SUMMARY

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.

Our Compensation Best Practices

✓ 84% of target CEO pay in 2020 was variable and at risk

✓ Emphasis on performance-based compensation

✓ Non-guaranteed performance-based annual cash bonuses

✓ Challenging performance targets under annual cash bonus plan and long-term stock-based compensation

✓ Multiyear vesting periods for annual stock awards

✓ Limit on maximum incentive payouts

✓ No excise tax gross-up under severance agreements after 2013 or under our Executive Severance Policy

✓ No perquisites to newly hired or appointed executive officers

✓ No repricing of any stock options without stockholder approval

✓ Clawback policy that applies to executive officer incentive-based compensation

✓ Annual say-on-pay stockholder vote

✓ Policies prohibiting hedging and pledging Hexcel stock by executive officers and management

Our operating performance in 2020 was severely impacted by the effects of the COVID-19 pandemic, which included significant production cuts across major aircraft programs during the year that had a material adverse impact on the demand for our products from our largest customers. In response, we took immediate action to align our business with our markets and customers with three key objectives:

n	Keep our employees and their families healthy and safe;

n	Continue to support our customers and deliver on our commitments; and

n	Reduce costs and restructure the business to align with lower demand in the short term while positioning for growth and leverage in the long term.

Our compensation committee and board of directors took swift action to align 2020 executive compensation with the economic environment resulting from the COVID-19 pandemic, including:

n	Reducing the base salary of our CEO and the cash retainers of our non-employee directors by 50% for a 6-month period;

n	Reducing the salaries of our other named executive officers by 30% for a 3-month period;

n	Suspending company matching contributions to our retirement savings plans; and

n	Restructuring management to eliminate three out of eleven senior management roles.

Even though targets under our 2020 incentive plans were largely unattainable due to the impact of the COVID-19 pandemic on our results, the compensation committee did not adjust the targets for awards paid out for 2020 performance, resulting in the following payouts:

Short-Term Cash Incentive		Long-Term Equity Incentive Award
19.3% payout		0% payout
for senior management		under 2018 Performance Share Award

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2021 PROXY STATEMENT SUMMARY

QUESTIONS AND ANSWERS

Why is Hexcel holding the Annual Meeting virtually this year?

Due to the ongoing effects of the COVID-19 pandemic and out of an abundance of caution, we will be holding the Annual Meeting live via the Internet.

What is required in order to attend the Annual Meeting?

A summary of the information you need to attend the Annual Meeting online is provided below:

n	Any stockholder on the record date can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/HXL2021
n	Webcast starts at 10:30 a.m., eastern daylight time
n	Online check-in will begin at 10:15 a.m., eastern daylight time
n	Please have the 16-digit number printed in the box marked by an arrow included in the Notice, the proxy card or the voting instruction card delivered to you to access the Annual Meeting
n	Stockholders may vote and submit questions while attending the Annual Meeting on the Internet
n	If you do not have a 16-digit control number, you may still attend the Annual Meeting as a guest in listen-only mode
n	In addition, webcast replay of the Annual Meeting will be available beginning on May 11, 2021 until June 10, 2021 on the Investor Relations section of our website

What if I need technical assistance accessing or participating in the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page. Technical support will be available starting at 10:15 a.m., eastern daylight time, on May 10, 2021.

Can I ask questions at the Annual Meeting?

If you would like to submit a question, you may do so by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/HXL2021, entering the 16-digit number printed in the box marked by an arrow included in the Notice, the proxy card or the voting instruction card delivered to you, typing your question in the “Ask a Question” box in the Annual Meeting portal, and clicking submit. You may also submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your 16-digit control number.

We ask that you limit your remarks to a brief question that is relevant to the Annual Meeting or our business. Questions may be ruled as out of order if they are, among other things, profane, irrelevant to our business, related to pending or threatened litigation, disorderly, or repetitious of statements already made. In addition, questions may be grouped by topic by our management with a representative question read aloud and answered. Stockholders will be limited to one question each unless time otherwise permits. Questions will be addressed in the Q&A portion of the Annual Meeting, and we may also respond to questions on an individual basis or by posting answers on the Investor Relations section of our website after the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

You will be eligible to vote your shares of common stock at the Annual Meeting if you were a holder of our common stock at the close of business on March 15, 2021, the record date for the Annual Meeting. Each share of common stock that you hold will entitle you to cast one vote with respect to each matter that will be voted on at the Annual Meeting.

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2021 PROXY STATEMENT SUMMARY

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer and Trust Company LLC, you are considered the stockholder of record or a “record holder” with respect to those shares, and you may vote those shares in the manner described in this proxy statement.

Most of our stockholders hold their shares as a beneficial owner through a broker, bank or other nominee rather than directly in their own name. If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares. As the beneficial owner, you generally have the right to direct your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee is responsible for providing you with a voting instruction form that you use to give instructions as to how your shares are to be voted.

Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of a paper copy of the proxy materials?

This year, we are taking advantage of the Securities and Exchange Commission’s (the “SEC”) rules that allow us to furnish our proxy materials over the Internet instead of mailing a printed copy to each stockholder of record. If you receive the Notice by mail, you will not receive a printed copy of the proxy materials other than as described in this proxy statement. Instead, the Notice will instruct you as to how you may access and review the proxy materials. The Notice will also instruct you as to how you may submit your proxy over the Internet. If you receive a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting proxy materials included in the Notice.

On or about March 25, 2021, we will mail the Notice to our stockholders (other than those who previously requested electronic delivery or a printed copy of our proxy materials). The proxy statement and the form of proxy relating to the Annual Meeting will be made available to our stockholders on the date that the Notice is first sent.

Using this method of delivery contributes to our sustainability efforts, expedites receipt of proxy materials by our stockholders and reduces the cost of producing and mailing the full set of proxy materials.

How do I vote?

The process for voting your shares depends on how your shares are held. Generally, as discussed above, you may hold shares as a record holder (that is, in your own name) or as a beneficial owner (that is, through a nominee, such as a broker or bank). You may also hold shares as a participant in one of our employee benefit plans.

Voting by record holders

If you are a record holder, and received your materials by mail, you may vote your shares by completing, signing, and dating the proxy card and mailing it using the enclosed return envelope.

You also may vote prior to the Annual Meeting via the Internet, in the manner described on the proxy card or the Notice, or via telephone, in the manner described on the proxy card.

Finally, you may attend the Annual Meeting (virtually) and vote online during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/HXL2021 and entering the 16-digit number that is printed in the box marked by an arrow included in the Notice, the proxy card or the voting instruction card mailed to you. Please have your 16-digit number in hand when you access the website and then follow the instructions. Online check-in will begin at 10:15 a.m., eastern daylight time. Please allow time for the online check-in procedures. Even if you plan to virtually attend the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting by beneficial holders

If you are a beneficial owner, you should receive separate instructions from your broker, bank or other nominee describing how to vote.

Voting by participants in an employee benefit plan

If you hold shares through our Employee Stock Purchase Plan or our 401(k) savings plan, you will receive a separate voting instruction form to instruct the custodian or trustee for the applicable plan as to how to vote your shares. With respect to the 401(k) savings plan, all shares of common stock for which the trustee has not received timely instructions will be voted by the trustee in the same proportion as the shares of common stock for which the trustee received timely instructions, unless inconsistent with applicable law. With respect to our Employee Stock Purchase Plan, we consider all shares of common stock for which the

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2021 PROXY STATEMENT SUMMARY

custodian has not received timely instructions not present for quorum purposes, and those shares will not be voted by the custodian.

Our distribution agent, Broadridge Financial Solutions, Inc., provides proxy materials to participants in these plans on behalf of the custodian or trustee. If you are a plan participant and also a record holder, Broadridge may combine the shares registered directly in your name and the shares credited to your applicable plan account onto one proxy card. If Broadridge does not combine your shares, you will receive more than one Notice or set of proxy materials. In that case, you will need to submit a vote for each set of shares. The vote you submit via the Internet, telephone or proxy card will serve as your voting instructions to the custodian or trustee. To allow sufficient time for voting by your custodian or trustee, your voting instructions must be received by 10:30 a.m., eastern daylight time, on May 5, 2021.

What does it mean if I receive more than one Notice, proxy card or voting instruction form?

If your shares are held in more than one account, you will receive a Notice, a proxy card or a voting instruction form for each account. To ensure that all of your shares are voted, please follow the voting submission instructions you receive for each account.

How does the board of directors recommend that I vote?

The board recommends that you vote:

n	FOR the election of the eight director nominees;
n	FOR the approval, on an advisory, non-binding basis, of the company’s 2020 executive compensation;
n	FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2021; and
n	FOR the approval of the amendment and restatement of the Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the ESPP by 300,000 shares of common stock.

What if I return my proxy card or otherwise vote, but do not vote for all of the proposals?

All properly voted shares that we receive prior to the deadlines described herein will be voted at the Annual Meeting. The persons designated on the proxy card as “proxies” (the “proxy holders”) will vote all shares covered by the proxy in accordance with your instructions. If no instructions are given, the proxy holders will vote the shares in accordance with the board’s recommendations.

If any other matter properly comes before the Annual Meeting, the proxy holders will vote the shares in their discretion. If any director nominee becomes unavailable for election for any reason prior to the vote at the Annual Meeting, the board may reduce the number of directors to be elected or substitute another person as nominee, in which case the proxy holders will vote for the substitute nominee.

What is a broker “non-vote”?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Under New York Stock Exchange (“NYSE”) rules, brokers are not permitted to vote on the election of directors, the advisory vote on the compensation of our named executive officers, or the proposed amendment and restatement of our ESPP; therefore, if your shares are held by a broker, you must provide voting instructions if you want your broker to vote on these matters.

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2021 PROXY STATEMENT SUMMARY

How do I revoke a proxy?

If you are a record holder and have provided a proxy, you may revoke it at any time prior to the Annual Meeting by:

n	giving written notice of revocation to our Corporate Secretary at Hexcel Corporation, Attention: Corporate Secretary, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to CorporateSecretary@hexcel.com, with a later date than the date of any proxy you previously provided, so long as the revocation is received by our Corporate Secretary prior to the Annual Meeting;
n	submitting a new, properly completed, subsequently dated proxy (whether by proxy card, online, or telephone), so long as it is received prior to the applicable voting deadline described in the Notice or proxy card; or
n	joining the Annual Meeting and voting online during the meeting.

If you are a beneficial owner, you should contact your broker, bank, or other nominee for instructions on how to revoke your proxy or change your vote. If you are an employee stockholder who holds shares through one of our benefit plans, you should contact the trustee or custodian for instructions on how to revoke your proxy or change your vote.

What are the quorum and vote requirements?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will exist if a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting are present at the virtual annual meeting online or represented by proxy at the Annual Meeting. As of the record date, March 15, 2021, 83,725,385 shares of common stock were issued and outstanding. The holders of 41,862,693 shares will constitute a quorum at the Annual Meeting.

The following table indicates the vote required for approval of each matter to be presented to the stockholders at the Annual Meeting and the effect of abstentions and broker non-votes.

	Required Vote	Effect of Abstentions and Broker Non-Votes
Proposal 1 — Elect eight directors	Number of votes cast “for” the nominee must exceed the number of votes cast against” that nominee.	Abstentions and broker non-votes will have no effect on the voting for this matter.
Proposal 2 — Approve, on an advisory, non-binding basis, 2020 executive compensation	Affirmative vote of a majority of the shares of common stock present in person (virtually) or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” Broker non-votes will have no effect on the voting for this matter.
Proposal 3 — Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2021	Affirmative vote of a majority of the shares of common stock present in person (virtually) or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” There should be no broker non-votes because brokers are permitted to vote on this proposal, even if they have not received voting instructions from the beneficial owners.
Proposal 4 — Approve the amendment and restatement of the ESPP to increase the number of shares reserved for issuance under the ESPP by 300,000 shares of common stock	Affirmative vote of a majority of the shares of common stock present in person (virtually) or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” Broker non-votes will have no effect on the voting for this matter.

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2021 PROXY STATEMENT SUMMARY

How may the company solicit my proxy?

We will pay all costs of preparing, assembling, printing and distributing the proxy materials. We have retained MacKenzie Partners, Inc., to assist in soliciting proxies for a fee of approximately $12,000, plus reasonable out-of-pocket expenses. Our employees may solicit proxies on behalf of our board through the mail, in person, by telephone or by other forms of electronic communication, without additional compensation. We will reimburse brokers, banks and other nominees who hold shares of common stock in their names for the expenses of furnishing proxy materials to beneficial owners of the shares.

How will the votes at the Annual Meeting be tabulated?

At the Annual Meeting, Broadridge will tabulate all votes cast online during the Annual Meeting or by proxy. Its officers or employees will serve as inspectors of election.

Where will I find the voting results on the proposals presented at the Annual Meeting?

We intend to announce the preliminary voting results at the Annual Meeting. We will publish the final voting results in a Current Report on Form 8-K that we will file with the SEC, within four business days following the Annual Meeting.

How may I obtain a copy of the Annual Report and proxy materials?

We will provide by mail or by email, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2020 (not including exhibits and documents incorporated by reference), this proxy statement, and the Annual Report and proxy materials for future Annual Meetings (once available) at your request. Please direct all requests to Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to InvestorRelations@hexcel.com. These materials also are available, free of charge, on our website at www.hexcel.com. Requests for materials relating to the Annual Meeting must be made by April 26, 2021 to facilitate timely delivery.

Several stockholders live at my address. Why did we receive only one copy of the Notice or one set of proxy materials?

We typically deliver only one copy of the Notice or one set of the proxy materials to multiple stockholders at the same address, unless we have received contrary instructions from one or more of the stockholders. We will, upon written or oral request, promptly deliver a separate copy of the Notice or proxy materials to a stockholder at a shared address to which a single copy was delivered. Record holders who wish to receive a separate copy of the Notice or proxy materials in the future, or record holders sharing an address who wish to receive a single copy of the Notice or proxy materials in the future, should notify our company’s Corporate Secretary at Hexcel Corporation, Attention: Corporate Secretary, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, by email to CorporateSecretary@hexcel.com, or by telephone at (203) 969-0666. Beneficial owners who have the same address and wish to receive a separate copy of the Notice or proxy materials in the future should contact their broker, bank, or other nominee.

HEXCEL CORPORATION | 2021 Proxy Statement



PROPOSAL 1–ELECTION OF DIRECTORS

At the Annual Meeting, eight directors will be elected to hold office until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All nominees identified in this proxy statement for election to the board are currently serving as directors of the company.

Majority Voting Standard for Election of Directors

Our Bylaws provide for a majority voting standard for the election of directors in uncontested elections. Under this standard, which will apply to the election of directors at the Annual Meeting, a director nominee will be elected only if the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee. Broker non-votes and abstentions will have no effect on the outcome of the vote. If a nominee who currently is serving as a director is not elected or reelected, Delaware law provides that the director will continue to serve on the board. However, each incumbent director nominee standing for election or reelection must submit an irrevocable resignation in advance of the stockholder vote regarding the election of directors. The resignation is contingent upon both the director not receiving the required vote for election or reelection and the board’s acceptance of the resignation, which the board, in its discretion and in accordance with the procedures described below, may reject if it deems such rejection to be in the best interests of the company.

Prior to the board’s determination to accept or reject the resignation, the nominating, governance and sustainability committee, composed entirely of independent directors, will make a recommendation to the board with respect to the tendered resignation. The board must take action on the committee’s recommendation within 90 days following the meeting at which the election of directors occurred. An incumbent director whose resignation is the subject of the board’s determination is not permitted to participate in the deliberations or votes of the committee or the board regarding the acceptance of the resignation.

In the case of contested elections (a situation in which the number of nominees exceeds the number of directors to be elected, which is not the case with respect to the election of directors at the Annual Meeting), a plurality voting standard will apply, and the directors with the highest number of “for” votes will be elected.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Information Regarding the Directors

All of our current directors have been nominated for election or reelection to the board. The nominating, governance and sustainability committee considered, among other factors, the following attributes in connection with its determination that our current directors should continue to serve on our board: experience in senior leadership at a large-scale or global operation; familiarity with public company governance; proficiency in financial statements and financial reporting processes; industry expertise and professional relationships; the ability to utilize past experience in manufacturing/operations, financing and mergers and acquisitions, marketing, technology, investor relations, sustainability, risk management and compliance, and other areas to address issues we face on a recurring basis; collegiality and the ability to work together as a group; outstanding integrity and business judgment; and the ability to ask probing questions during board discussions and to carefully scrutinize significant business and other proposals suggested by management. More specifically, for each nominee, the committee considered the key attributes, experience and skills, which we refer to as the “core competencies,” listed below in each director’s biography. The following chart summarizes the core competencies that the board considers valuable to ensure effective oversight of the company and illustrates how the current directors collectively represent these core competencies. These indicators are intended to be a high-level summary of what the board views as the core competencies and are not a comprehensive list of each director’s skills or contributions to the board:

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

NICK L. STANAGE

Chairman, Chief Executive Officer and President

Hexcel Corporation

Age: 62

Director Since: 2013

Core Competencies:

■	Extensive experience with management, strategy, financial and operational requirements of a global manufacturing company
■	Substantial knowledge of the company’s industry, technologies, customers and product base
■	In-depth understanding of the company’s operations, growth opportunities and challenges

Career Highlights:

■	Chairman (since January 2014), Chief Executive Officer (since August 2013) and President (since November 2009) of the company; previously its Chief Operating Officer (May 2012-August 2013)
■	Former President of the Heavy Vehicle Products group at Dana Holding Corporation (2005-2009)
■	Prior leadership roles of increasing significance at Honeywell Inc. (formerly Allied Signal) (1986-2005), including Vice President Integrated Supply Chain and Technology for the Consumer Products Group and Vice President and General Manager of the Aerospace Group’s Engine Systems and Accessories Division

Other Current Public Company Directorships:

■	TriMas Corporation, since November 2013 (compensation and corporate governance and nominating committees)

JEFFREY C. CAMPBELL

Executive Vice President and Chief Financial Officer

American Express Company

Age: 60

Director Since: 2003 (Lead Director since 2018)

Committees: Audit (Chair); Nominating, Governance and Sustainability

Core Competencies:

■	Extensive finance and accounting experience; SEC “audit committee financial expert”
■	Significant experience in compliance, risk management, financing, systems solutions, investor relations, and sustainability strategy
■	Senior leadership and management positions in the commercial aviation industry
■	In-depth knowledge of the company’s operations, customers and product base

Career Highlights:

■	Executive Vice President and Chief Financial Officer of the American Express Company, a global services company (since August 2013)
■	Former Executive Vice President and Chief Financial Officer of McKesson Corporation (2004-2013)
■	Positions of increasing significance at American Airlines (1990-2003), including Senior Vice President and Chief Financial Officer of AMR Corp., the parent company of American Airlines, and Vice President at American Airlines

Other Current Public Company Directorships:

■	Aon plc, since March 2018 (audit committee and organization and compensation committee)

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

CYNTHIA M. EGNOTOVICH

Retired President, Aerospace Systems Customer Service

United Technologies Corporation

Age: 63

Director Since: 2015

Committees: Audit; Nominating, Governance and Sustainability (Chair)

Core Competencies:

■	Extensive senior leadership and management experience in the aerospace industry
■	Significant experience overseeing and assessing the performance of companies, as well as their accountants
■	In-depth global manufacturing and public company governance experience

Career Highlights:

■	Former President, Aerospace Systems Customer Service of United Technologies Corporation (July 2012-November 2013)
■	Prior leadership roles of increasing significance at Goodrich Corporation (1986-2012, when acquired by United Technologies Corporation), including Segment President, Nacelles and Interior Systems, Segment President of Engine Systems, Segment President of Electronic Systems and Segment President of Engine & Safety Systems

Other Current Public Company Directorships:

■	Welbilt, Inc., since February 2016 (chairperson and governance committee chair)

Former Public Company Directorships:

■	The Manitowoc Company (2008-2016)

THOMAS A. GENDRON

Chairman, Chief Executive Officer and President

Woodward, Inc.

Age: 60

Director Since: 2010

Committees: Compensation

Core Competencies:

■	Extensive manufacturing, operations, strategy and marketing experience in the aerospace and industrial industries
■	Significant knowledge and experience in executive leadership, and operational and management issues relevant to global manufacturing environments
■	In-depth experience overseeing executive compensation

Career Highlights:

■	Chairman (since January 2008) and Chief Executive Officer and President of Woodward, Inc. (“Woodward”), a designer, manufacturer and service provider of energy control and optimization solutions used in global infrastructure equipment, serving the aerospace, power generation and distribution and transportation markets (since July 2005)
■	Prior leadership roles of increasing significance at Woodward, including Chief Operating Officer and President (2002-2005), Vice President and General Manager of Industrial Controls (2001-2002), Vice President of Industrial Controls (2000-2001), and Director of Global Marketing and Industrial Controls’ Business Development (1999-2000)

Other Current Public Company Directorships:

■	Woodward, since January 2005 (Chairman)

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

DR. JEFFREY A. GRAVES

Chief Executive Officer and President

3D Systems Corporation

Age: 59

Director Since: 2007

Committees: Compensation; Nominating, Governance and Sustainability

Core Competencies:

■	Extensive experience in executive and management roles with companies heavily engaged in manufacturing and research and development
■	Significant experience in energy storage facilities and international market development
■	Ph.D. in Materials Science, with expertise in aerospace airframes, propulsion systems and energy fields
■	In-depth knowledge of the company’s product base and research and technology strategy

Career Highlights:

■	Chief Executive Officer, President (since May 2020) and a director of 3D Systems Corporation, an additive manufacturing solutions partner (since June 2020)
■	Former Chief Executive Officer, President and a director of MTS Systems Corporation, a leading global supplier of test systems and sensors (May 2012-May 2020)
■	Former President, Chief Executive Officer and director of C&D Technologies, Inc. (2005-2012)
■	Prior leadership roles of increasing significance at Kemet Corporation (2001-2005)
■	Variety of management and research and technology positions at the General Electric Company (1994-2001)

Other Current Public Company Directorships:

■	3D Systems Corporation, since June 2020

Former Public Company Directorships:

■	FARO Technologies, Inc. (2017-May 28, 2021)*
■	Teleflex Incorporated (2007-2017)
■	C&D Technologies, Inc. (2005-2012)

In nominating Dr. Graves for reelection at the Annual Meeting, the nominating, governance and sustainability committee considered his commitment to reduce his number of public company boards by not standing for reelection when his term with the FARO Technologies, Inc. board of directors ends on May 28, 2021. Once Dr. Graves departs from the FARO Technologies, Inc. board in May 2021, he will be on one public company board besides Hexcel.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

GUY C. HACHEY

Retired President and Chief Operating Officer

Bombardier Aerospace, Inc.

Age: 65

Director Since: 2014

Committees: Compensation (Chair)

Core Competencies:

■	Extensive manufacturing, operations, strategy and marketing experience in the aerospace and automotive industries
■	Significant knowledge and experience in executive leadership, and operational and management issues relevant to global manufacturing environments
■	In-depth experience overseeing executive compensation

Career Highlights:

■	Former President and Chief Operating Officer of Bombardier Aerospace, Inc. (May 2008-July 2014)
■	Prior leadership roles of increasing significance at Delphi Corporation, including Vice President, Delphi Corporation and President, Delphi Europe, Middle East and Africa, and Executive Champion for Delphi’s global manufacturing operations
■	Variety of manufacturing and engineering leadership positions at General Motors Corporation

Other Current Public Company Directorships:

■	Meggitt plc, since January 2019 (audit, remuneration and nominations committees)

DR. MARILYN L. MINUS

Chair of the Department of Mechanical and Industrial Engineering

Northeastern University

Age: 43

Director Since: 2020

Committees: Nominating, Governance and Sustainability

Core Competencies:

■	Extensive senior leadership experience in higher education
■	Ph.D. in Polymer, Textile and Fiber Engineering, with expertise in sustainability, including the production of energy-efficient lightweight polymer-matrix nano-composite materials
■	Substantial experience developing initiatives and programs that enhance cultural, racial, and socioeconomic diversity in engineering

Career Highlights:

■	Professor (since July 2018) and Chair (since May 2020) of the Department of Mechanical and Industrial Engineering at Northeastern University
■	Director of the Macromolecular Innovation in Nano-materials Utilizing Systems Laboratory (since January 2010)
■	Prior roles of increasing significance at Northeastern University, including Assistant Professor (2010-2015), Associate Professor (July 2015-July 2018), and the Associate Chair for Graduate and Research Affairs, Department of Mechanical and Industrial Engineering (July 2018-April 2020)
■	Member of the American Society for Mechanical Engineers, American Chemical Society, Materials Research Society, Institute of Industrial and Systems Engineers, and Society for the Advancement of Material and Process Engineering

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

CATHERINE A. SUEVER

Retired Executive Vice President – Finance and Administration and Chief Financial Officer

Parker Hannifin Corporation

Age: 62

Director Since: 2018

Committees: Audit

Core Competencies:

■	Extensive experience in finance and accounting; SEC “audit committee financial expert”
■	Significant experience in compliance, risk management, financing, systems solutions and investor relations
■	Senior leadership and management role in industrial industry

Career Highlights:

■	Former Executive Vice President—Finance and Administration and Chief Financial Officer of Parker Hannifin Corporation, a leading worldwide manufacturer of motion and control technologies and systems (April 2017-December 2020)
■	Prior leadership roles of increasing significance at Parker Hannifin Corporation, including Vice President and Corporate Controller (2010-2017), Vice President and Controller, Climate & Industrial Controls Group (2008-2010), Assistant Treasurer (2007-2008), Director, Finance and Investor Relations Support (2006-2007), Manager of External Reporting and a Division Controller and Business Unit Manager for the Gas Turbine Fuel Systems Division
■	Member of the American Institute of Certified Public Accountants

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Independence of Directors

Our board has affirmatively determined that each current member of our board of directors, as well as Lynn Brubaker and Joel S. Beckman, who each served on our board during the year ended December 31, 2020, is or was independent within the meaning of the listing standards of the NYSE, other than Mr. Stanage, our Chairman of the Board, Chief Executive Officer and President. In addition, the board has determined that the members of the audit committee, compensation committee and nominating, governance and sustainability committee are, and were during the year ended December 31, 2020, independent within the meaning of the NYSE listing standards, and that members of the audit and compensation committees currently meet and, during the year ended December 31, 2020, met, the additional independence requirements of the NYSE applicable to audit committee and compensation committee members. In making its independence determinations, the board considered the following: Dr. Graves is a non-employee director of a company that is our supplier; Mr. Campbell is a non-employee director of a company that provides consulting services to us; and Mr. Hachey is a non-employee director of a company that is both a customer and a supplier of ours. After considering, among other things, purchases by each company that is a customer as a percentage of our total sales, our purchases of goods or services from each company that is a supplier or service provider as a percentage of such company’s total sales (or projected sales for 2020), and that Dr. Graves, Mr. Campbell and Mr. Hachey were not employed by the companies referenced above, the board concluded that our relationships with these companies do not impair Dr. Graves’, Mr. Campbell’s or Mr. Hachey’s independence. In making the independence determination with respect to Dr. Graves and Ms. Suever, the board considered that they were, during the year ended December 31, 2020, executive officers of companies that are either a supplier or a customer of Hexcel. After considering, among other things, the de minimis amount of the transactions with these companies, the board concluded that our relationships with these companies do not impair Dr. Graves’ or Ms. Suever’s independence.

On January 12, 2020, we announced that we had entered into an agreement and plan of merger (the “Merger Agreement”) with Woodward and Genesis Merger Sub, Inc., a wholly owned subsidiary of Woodward (“Merger Sub”), which provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Hexcel, with Hexcel surviving the merger as a wholly owned subsidiary of Woodward (the “Merger”). Mr. Gendron, the Chairman of the Board, Chief Executive Officer and President of Woodward, is a member of our board of directors. In February 2020, during our annual review of the independence of our directors, the board determined that the execution of the Merger Agreement created a material relationship between Mr. Gendron and the company, and that Mr. Gendron could not be considered independent while the Merger was pending. As a result, Mr. Gendron was removed from the compensation committee. On April 5, 2020, Hexcel and Woodward entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). In light of the termination of the Merger, and the limited continuing obligations between Hexcel and Woodward, on April 16, 2020, the board determined that Mr. Gendron met the independence requirements of the NYSE listing standards, and Mr. Gendron was reappointed to the compensation committee of the board upon his reelection at the 2020 Annual Meeting of Stockholders. In February 2021, during its annual review of the independence of our directors, the board considered amounts paid by the company to Woodward in 2020 to cover the company’s share of terminated Merger expenses, and determined that such payments did not impair Mr. Gendron’s independence.

Board Service

Director Tenure

The company has a majority voting standard for the election of directors, as described above under “Majority Voting Standard for Election of Directors.”

Our corporate governance guidelines also provide that the nominating, governance and sustainability committee is required to consider the previously tendered resignation of any non-employee director who retires, changes his or her employer or experiences a significant reduction in his or her professional or employment responsibilities, and recommend to the board whether to accept such resignation. During 2020, upon the recommendation of the nominating, governance and sustainability committee, and after considering factors relevant to their continued service on the board, the board rejected each of Dr. Graves’ and Ms. Suever’s previously tendered resignation pursuant to this policy.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Our corporate governance guidelines also require employee directors to resign from the board at the time when they are no longer employed by the company. In addition, it is the general policy of the company that no director having attained the age of 70 years shall be nominated for reelection or reappointment to the board.

Director Overboarding Policy

Pursuant to our corporate governance guidelines, directors may not serve on a total of more than four public company boards, and no director who serves as chief executive officer of a public company may serve on a total of more than three public company boards (including the board of the company of which such director is the chief executive officer). All of our current directors comply with our overboarding policy. However, we are aware that some of our stockholders have their own board membership policies that are more restrictive than our policy. When a director joins our board and during the peer evaluation process, which last took place in 2019 and will take place again in 2021, we ensure that each director has sufficient time to be a productive member of our board and has exhibited as much through his or her contributions to board discussions and decision-making. Our board believes that the above policy strikes the right balance by allowing for the experience gained through membership on other boards and the time commitment needed for engaged board service.

Meetings and Standing Committees of the Board of Directors

General

During 2020, there were 20 meetings of the board, and 16 meetings in the aggregate of the three standing committees of the board. Each of the incumbent directors attended or participated in at least 75% of the aggregate number of board meetings and applicable committee meetings held during 2020, except for Mr. Gendron and Ms. Suever who, due to each of their recusals in connection with the potential Merger, attended 54% and 56% of the aggregate board meetings and applicable committee meetings, respectively, but attended all of the board and committee meetings for which he or she was not recused. A director is expected to regularly attend and participate in meetings of the board and of committees on which the director serves, and to attend the annual meeting of stockholders, pursuant to the company’s corporate governance guidelines. Each of the then-serving directors virtually attended the last annual meeting of stockholders.

During 2020, the board had the following standing committees: audit committee; compensation committee; and nominating, governance and sustainability committee. The board may establish other special or standing committees from time to time. Members of committees serve at the discretion of the board. Each of the three standing committees operates under a charter which is reviewed at least annually by the relevant committee and approved by the board. The charter for each committee requires that all members be independent, as required by NYSE listing standards. Our board has also adopted corporate governance guidelines. All committee charters and the corporate governance guidelines are available through the Investor Relations section of our website, www.hexcel.com, under “Governance.” You may obtain a copy of any of these documents, free of charge, by directing your request to Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to InvestorRelations@Hexcel.com.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

The following table provides information regarding the current membership of each standing board committee and the number of meetings held during fiscal year 2020:

Name	Audit⁽¹⁾	Compensation⁽²⁾	Nominating, Governance and Sustainability⁽³⁾⁽⁴⁾
Jeffrey C. Campbell	Chair		■
Cynthia M. Egnotovich	■		Chair
Thomas A. Gendron		■
Dr. Jeffrey A. Graves		■	■
Guy C. Hachey		Chair
Dr. Marilyn L. Minus			■
Catherine A. Suever	■
Number of Meetings	8	5	3
Actions by Written Consent	—	1	—

⁽¹⁾	Ms. Brubaker served on the audit committee until her term on the board ended, effective June 1, 2020.
⁽²⁾	Mr. Gendron was appointed to the compensation committee effective June 1, 2020.
⁽³⁾	Ms. Brubaker served as chair of the nominating and corporate governance committee until her term on the board ended, effective June 1, 2020. Mr. Beckman served on the nominating, governance and sustainability committee during 2020, until his retirement from the board effective January 1, 2021. Ms. Egnotovich was appointed as chair, and Dr. Graves was appointed as a member, of the nominating, governance and sustainability committee effective June 1, 2020. Dr. Minus was appointed to the nominating, governance and sustainability committee upon her appointment to the board, effective December 3, 2020.
⁽⁴⁾	This committee was previously named the nominating and corporate governance committee. The committee was renamed effective December 3, 2020 to recognize its increased focus related to oversight of the company’s sustainability strategy.

Audit Committee

The audit committee assists the board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications, independence and performance, and our internal audit function. Additional information regarding the audit committee, including additional detail about the functions performed by the audit committee, is set forth in the Audit Committee Report included on page 65 of this proxy statement.

All members of our audit committee meet the financial literacy requirements of the NYSE. In addition, our board has determined that Jeffrey C. Campbell and Catherine A. Suever are each an “audit committee financial expert” under SEC rules.

The audit committee has adopted procedures for the receipt, retention and handling of complaints regarding accounting, internal controls and auditing matters by employees, stockholders or other persons. Any person with such a complaint should report it to the board as set forth under “Contacting the Board” on page 15. The audit committee has also adopted procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Nominating, Governance and Sustainability Committee

The nominating, governance and sustainability committee of the board identifies and recommends to the board individuals qualified to serve as directors and on committees of the board; advises the board with respect to board and committee procedures; develops and recommends to the board, and reviews periodically, our corporate governance principles; oversees the evaluation of the board, the committees of the board and management; and assists the board in fulfilling its oversight responsibilities relating to the company’s sustainability strategy.

The nominating, governance and sustainability committee evaluates the board’s and each committee’s performance at least annually. In addition, the nominating, governance and sustainability committee, in collaboration with the lead director, conducts a peer review of individual directors every other year. The board evaluation process is more fully described on page 13 below.

The nominating, governance and sustainability committee also reviews, at least on an annual basis, and reports to the board regarding trends and changes with respect to corporate governance law, regulation, and practice and with respect to the company’s sustainability initiatives and policies relating to environmental stewardship, corporate social responsibility and corporate culture. The committee also considers any other corporate governance and

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

sustainability issues that arise from time to time and develops related recommendations for the board to consider. Effective December 3, 2020, in recognition of the increased focus of the committee related to oversight of the company’s sustainability strategy, the board of directors updated the committee’s name from the nominating and corporate governance committee, to the nominating, governance and sustainability committee.

Director Candidate Process

Under the charter of the nominating, governance and sustainability committee and our corporate governance guidelines, the nominating, governance and sustainability committee is responsible for assessing the appropriate balance of criteria required of board members and, in considering potential director candidates, will consider, among other things, the background and qualifications of the potential director candidate, including knowledge, experience, diversity (such as race, gender and national origin), personal and professional integrity, business judgment, time availability in light of other commitments, potential conflicts of interest and such other factors that the nominating, governance and sustainability committee considers appropriate in the context of the needs or stated requirements of the board. The nominating, governance and sustainability committee has independent authority to select and retain a search firm to assist it in identifying qualified candidates for board membership and has the sole authority to approve the search firm’s fees and terms of engagement. The committee engaged an external search firm to identify candidates for appointment to the board of directors in 2020. The search firm identified multiple candidates for consideration, including Dr. Minus, who was appointed to the board in December 2020 upon the recommendation of the nominating, governance and sustainability committee, based on its evaluation of Dr. Minus (including, without limitation, through her interviews with directors, completion of a questionnaire and related procedures).

While we do not have a formal policy with regard to consideration of diversity in identifying director nominees, both the charter of the nominating, governance and sustainability committee and our corporate governance guidelines list diversity (such as race, gender and national origin) as one of many attributes and criteria that the committee will consider when identifying and recruiting candidates to fill positions on the board. The committee considers a broad range of diversity, including diversity with respect to experience, skill set, areas of expertise and professional background, in addition to race, gender and national origin. Based on board self-assessments that identified opportunities to enhance the skillsets and diversity of the board, the committee explicitly requested that the external search firm engaged to identify candidates for appointment to the board of directors in 2020 include racially and ethnically diverse candidates in the slate for consideration.

The nominating, governance and sustainability committee will consider director candidates recommended by stockholders, as well as by other sources, including our non-management directors, our chief executive officer, and other executive officers. In considering candidates submitted by stockholders, the committee will take into consideration the needs of the board and the qualifications of the candidate, according to the criteria set forth above. To have a candidate considered by the committee, a stockholder must submit the recommendation in writing to the Corporate Secretary at the address listed below under “Contacting the Board” so that it is received at least 120 days prior to the anniversary date of our prior year’s annual meeting of stockholders. The stockholder must supply the following with his or her recommendation, as well as certain other information, as described in our Bylaws:

■	The name and record address of the stockholder and evidence of the stockholder’s ownership of Hexcel stock; and

■	The name, age, business address and residence address of the candidate, a listing of the candidate’s qualifications to be a director, and the candidate’s consent to be named as a director if selected by the committee and nominated by the board.

In connection with its evaluation, the nominating, governance and sustainability committee may request additional information from the candidate or the recommending stockholder. The committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.

Compensation Committee

The compensation committee articulates our compensation policy and principles, reviews and approves our compensation programs, including director compensation, and oversees our benefit plans. In this regard, the compensation committee oversees the administration of our incentive plans and may make grants, for example, of non-qualified stock options (“NQOs”), restricted stock units (“RSUs”) and performance-based share awards

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

(“PSAs”) to executive officers, other key employees, directors and consultants; any such grants to Mr. Stanage are subject to board approval by our independent directors. The compensation committee may delegate its authority to a subcommittee of its members.

Additional information regarding the compensation committee, including additional detail about the policies and principles regarding our compensation program, and information concerning the compensation consultant retained by the compensation committee (including a description of services provided by the consultant), is set forth under “Compensation Discussion and Analysis” beginning on page 22 of this proxy statement.

Board Leadership Structure

As stated in our corporate governance guidelines, we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer. The board believes that it is appropriate for Mr. Stanage to hold both offices because the combined role enables decisive leadership and clear accountability and enhances our ability to communicate our strategy clearly and consistently to stockholders and other key constituencies, such as our employees and key customers and suppliers. We also believe our board structure and board and committee oversight function to facilitate our maintenance of a high standard of corporate governance and effective accountability of the CEO to the board, including the following:

■	Each of the other directors on the board is independent;

■	The board has named a highly qualified lead director, whose responsibilities are described below;

■	Mr. Stanage’s performance and compensation is reviewed, and his compensation is recommended, by the compensation committee, subject to approval by the independent directors as a group;

■	The independent directors meet regularly in executive sessions without management; and

■	The board regularly reviews performance, management development and succession plans for executive positions.

Our Bylaws dictate that if the Chairman of the Board is not independent, as is the case with Mr. Stanage, then the independent directors are required to designate an independent board member to serve as lead director. The independent directors have designated Mr. Campbell to serve as lead director. In addition to his authority to call a meeting of the independent directors, Mr. Campbell has the responsibilities listed below:

■	Oversees the flow of information to the board;

■	Determines the annual master agenda for board meetings with input from management and other directors;

■	Collaborates with the CEO to set meeting agendas and ensure that information and materials that are important to the board’s understanding of agenda items are sufficient in scope;

■	Oversees the board’s performance evaluations of the CEO and provides feedback directly to the CEO;

■	Collaborates with the nominating, governance and sustainability committee to conduct peer reviews of individual directors as part of the board’s evaluation process;

■	Chairs executive sessions of the board and meets with the CEO to discuss matters of board concern; and

■	Collaborates with the nominating, governance and sustainability committee in monitoring the composition and structure of the board.

Under our corporate governance guidelines, the independent directors are required to meet in executive session, without management, at each regularly scheduled, in-person board meeting, but no less than two times a year.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Board Evaluation Process

Board and committee evaluations play a critical role in ensuring the effective functioning of the board of directors. Our corporate governance guidelines assign responsibility for overseeing the annual board and committee evaluation process to the nominating, governance and sustainability committee. The evaluation process is adopted by the board upon recommendation of the nominating, governance and sustainability committee. The current board and committee evaluation process involves two steps. First, every year each director completes a questionnaire evaluating the board of directors as a whole and each standing committee of the board on which he or she serves, including feedback on board and committee effectiveness, size, composition and frequency of meetings, director access to management and the sufficiency and timeliness of information and materials provided by management, and the sufficiency of processes for risk oversight, as well as the overall mix of director skills, experience and backgrounds. The results of the survey are aggregated, summarized by the General Counsel, and presented to the nominating, governance and sustainability committee, which then provides a report, with recommendations of governance changes, if any, to the board and each committee. Second, every other year, a peer review is conducted, to provide feedback on the experience, background, skills, overall commitment and contribution to the effectiveness of the board of each director, with the last peer review being conducted in 2019 and the next one scheduled for later this year. The lead director interviews each of the other directors to obtain an evaluation of all of the other directors, except the lead director. The chair of the nominating, governance and sustainability committee conducts a similar interview of each other director evaluating the lead director. Each director then receives feedback from the lead director, and the lead director receives feedback from the chair of the nominating, governance and sustainability committee; the evaluations by each director remain anonymous to the extent reasonable. If the lead director or the chair of the nominating, governance and sustainability committee believes that significant issues arise from the peer evaluations, he or she presents those concerns to the board.

Risk Oversight

The board is actively involved in overseeing our risk management. The board, and each committee, regularly consider potential risks. In addition, we have an active enterprise risk management program, which is designed to measure, manage and aggregate risks on an enterprise-wide basis, and provide a systematic approach to risk assessment and mitigation. Under the enterprise risk management program, management identifies various risks facing the company and assesses such risks, taking into account the likelihood of occurrence and potential impact. Management is responsible for developing an action plan to eliminate, mitigate or monitor such risks. Management makes regular presentations to the board, no fewer than two times per year (and more frequently if circumstances warrant), regarding material risks facing the company, including internal risks related to our operations, strategy, financial condition, and employees, and external risks related to our markets, geographic locations, cybersecurity, regulatory environment, sustainability and macroeconomic outlook. At these meetings, the board discusses and reviews these risks, helps management define key risk and business continuity indicators, and determines what, if any, additional actions should be taken to mitigate these risks. With respect to cybersecurity, the board also devotes time on its agenda at least once per year for a report from and discussion with the company’s Chief Information Officer, who oversees the identification of cybersecurity risks and the measures implemented to mitigate such risks. Additionally, during the first two quarters of 2020, the board met frequently to consider and discuss updates on the company’s management of the impact of the COVID-19 pandemic, including with regard to the company’s operations, financial position and liquidity, communications strategy, personnel management and government affairs engagement, among other items. The board continues to receive updates at regularly scheduled meetings on the continued impact of the COVID-19 pandemic and the company’s ongoing response. Each board committee is also responsible for overseeing specific types of risk. The audit committee periodically reviews our currency exchange and hedging policies, insurance coverage, tax exposures and processes to ensure compliance with laws and regulations, and also reviews reports from our anonymous hotline that employees and third parties can use to report suspected violations of our Code of Business Conduct. The audit committee also regularly meets in executive session without management present with our outsourced internal audit firm and our independent registered public accounting firm to discuss areas of concern. Our compensation committee establishes compensation policies and programs that are designed to prevent incentivizing executives and employees to take on an inappropriate level of risk, and that attract and retain key talent necessary to the company’s long-term strategy. The nominating, governance and sustainability committee is responsible for making recommendations to the board regarding succession planning for senior leadership positions, as well as the company’s corporate

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

governance practices and initiatives and policies relating to the company’s sustainability strategy, including environmental stewardship, corporate social responsibility and corporate culture. Each of our board committees delivers a report to the board, no later than the next scheduled board meeting, regarding matters considered at committee meetings that have taken place since the previous board meeting.

Stockholder Rights Plan

On April 6, 2020, the board declared a dividend of one preferred share purchase right (a “right”) for each outstanding share of the company’s common stock and adopted a stockholder rights plan, as set forth in the rights agreement entered into as of April 6, 2020, by and between the company and American Stock Transfer & Trust Company, LLC, as rights agent, which we refer to as the “rights agreement.” The dividend was payable on April 16, 2020 to stockholders of record of the company’s common stock as of the close of business on April 16, 2020. The stockholder rights plan was adopted in response to the extraordinary business and market dislocations resulting from the COVID-19 pandemic and the actions taken to contain it, as well as the termination of the company’s previously announced Merger with Woodward, as described on page 8 and page 71. The stockholder rights plan was not adopted in response to any specific takeover bid or other proposal to acquire control of the company. In general, the rights agreement works by imposing a significant penalty upon any person or group which acquires 15% or more of the company’s outstanding common stock without the approval of the board. The rights agreement is intended to deter any person or group from triggering the rights without such acquisition first being approved by the board. If triggered by an acquiring person, the provisions of the rights agreement, among other things, will substantially dilute the equity and voting interests of any potential acquiring person unless the board approves the acquisition. If the rights become exercisable, each right will allow its holder to purchase from the company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “preferred share”) for $150.00. This portion of a preferred share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of common stock. The rights will not be exercisable until ten days after the public announcement that a person or group has become an “acquiring person” (as defined in the rights agreement) by obtaining beneficial ownership of 15% or more of the company’s outstanding common stock. Prior to exercise, the right does not give its holder any dividend, voting, or liquidation rights. The rights will expire on April 6, 2021, prior to the Annual Meeting.

Succession Planning

At least annually, the board engages in a review of management development and succession planning to assess organizational and leadership effectiveness, and conducts in-depth discussions regarding specific succession and contingency planning for all key senior leadership positions.

Stockholder Engagement

The company welcomes and seeks stockholder engagement throughout the year and management will be available to answer questions from stockholders at the Annual Meeting. In addition, management of the company conducts stockholder outreach throughout the year to ensure management understands and considers the issues that matter most to our stockholders. Management regularly apprises the board of directors of relevant and topical investor feedback. We provide regular updates regarding the company’s performance and strategic actions to the investor community, and we participate in numerous investor conferences, one-on-one meetings, earnings calls that include a question and answer period for analysts, investor days, and educational investor and analyst conversations. We have maintained investor dialogue and outreach during the pandemic through virtual meetings and participating in virtual investor conferences. We also communicate with stockholders and other stakeholders through a variety of methods including our annual report, proxy statement and other filings with the SEC, news releases, social media, webcasts and the Hexcel website. We believe ongoing stockholder engagement allows us to communicate our strategy, as well as understand and effectively respond to any stockholder concerns.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Contacting the Board

Stockholders and other interested parties may contact the non-management members of the board or the lead director by sending their concerns to: Board of Directors, c/o Corporate Secretary, Hexcel Corporation, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to CorporateSecretary@hexcel.com. The Corporate Secretary will review all communications and forward them to the lead director. The Corporate Secretary may, however, filter out communications that do not relate to our business activities, operations or our public disclosures, but will maintain a record of these communications and make them available to the lead director. Any communications received by the lead director regarding concerns relating to accounting, internal controls or auditing matters will promptly be brought to the attention of the audit committee and will be handled in accordance with the procedures established by the audit committee to address these matters.

Code of Business Conduct

It is our policy that all of our directors, officers and employees worldwide conduct our business in an honest and ethical manner and in compliance with all applicable laws and regulations. Our board has adopted the Hexcel Code of Business Conduct, which applies to all of our directors, officers and employees worldwide, and addresses in detail our expectations with regard to conduct that fulfills our policy. The Code can be viewed on the Investor Relations section of our website, www.hexcel.com, under “Governance.” In addition, you may obtain a free copy of the Code by directing your request to Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to InvestorRelations@Hexcel.com. Any amendment to the Code of Business Conduct (other than technical, administrative or non-substantive amendments), or any waiver of a provision of the Code that applies to our directors or executive officers, will be promptly disclosed on the Investor Relations section of our website under “Governance.”

Director Compensation in 2020

The company’s director compensation program is designed to enhance its ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program includes a cash component, which is designed to compensate non-employee directors for their service on the board, and an equity component, which is designed to align the interests of non-employee directors and stockholders. The company also provides certain other benefits to non-employee directors, which are described below. Directors who are employees of the company receive no additional compensation for their service on the board.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full board. As part of this annual review, the compensation committee considers the significant time commitment and skill level required by each non-employee director in serving on the board and its various committees. The compensation committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

Annual non-employee director cash compensation consists of a retainer of $73,000 plus:

■	$25,000 for the lead director;

■	$10,000 for each member of the audit committee;

■	$7,500 for each member of the compensation committee; and

■	$5,000 for each member of the nominating, governance and sustainability committee.

Each committee chair receives the following additional annual compensation:

■	$12,500 for the audit committee chair;

■	$7,500 for the compensation committee chair; and

■	$5,000 for the nominating, governance and sustainability committee chair.

Under our non-employee director compensation program, each non-employee director is permitted to elect to receive RSUs in lieu of his or her annual cash retainer (“Retainer RSUs”). In addition, upon initial election to the board and each reelection thereafter, each non-employee director receives a grant of RSUs (“Annual RSUs”) in an amount determined by the compensation committee following its receipt of the advice of its independent compensation consultant and its consideration of other relevant factors. The grant date value of Annual RSUs issued to directors in 2020 was $120,000. Non-employee director RSUs vest daily over the twelve months following the date of grant and convert into an equivalent number of shares of our common stock on the first anniversary of grant unless the director elects to defer conversion and delivery of the shares underlying the RSUs until termination of service as a director. Vesting of Retainer RSUs is accelerated upon any termination of service as a director. If and when cash dividends are declared on shares of our common stock, we provide dividend equivalents for each RSU then held by the non-employee director equal to the cash dividend that we pay to holders of our common stock which vest at the same time as the underlying RSUs to which they relate and are paid in cash.

In addition to the annual compensation described above, if a special committee is designated by the board, each non-employee director who serves on the special committee receives $1,000 for each meeting attended.

In light of the significant financial impact of the COVID-19 pandemic on the company, the board, upon recommendation of the compensation committee, reduced the cash retainer fees (excluding committee fees) of the non-employee directors of the company, including the value of any Retainer RSUs, by 50%, effective for the second and third quarters of 2020. Non-employee director compensation was reinstated to previous levels beginning with the fourth quarter of 2020.

Our stock ownership guidelines, which are described on page 42, apply to non-employee directors, as well as executive officers. All of our non-employee directors, except Ms. Suever, who was elected as a director in May 2018, and Dr. Minus, who was appointed as a director in December 2020, are in compliance with the guidelines.

HEXCEL CORPORATION | 2021 Proxy Statement

PROPOSAL 1—Election of Directors

The table below summarizes the compensation paid by the company to non-employee directors for the fiscal year ended December 31, 2020:

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾⁽³⁾	Total ($)
Joel S. Beckman⁽⁴⁾	59,638	119,976	179,614
Lynn Brubaker⁽⁵⁾	37,375	—	37,375
Jeffrey C. Campbell	107,250	119,976	227,226
Cynthia M. Egnotovich	72,981	119,976	192,957
Thomas A. Gendron	60,565	119,976	180,541
Dr. Jeffrey A. Graves	65,049	119,976	185,025
Guy C. Hachey	69,026	119,976	189,002
Dr. Marilyn L. Minus⁽⁶⁾	6,197	119,952	126,149
Catherine A. Suever	64,638	119,976	184,614

⁽¹⁾	The amounts in this column represent the fees that were earned or paid in cash plus the grant date fair value of Retainer RSUs granted to Mr. Beckman, Dr. Graves and Ms. Suever, who each elected to receive Retainer RSUs in lieu of their annual cash retainer for 2020. On January 17, 2020, April 15, 2020, July 10, 2020, and October 9, 2020, Mr. Beckman, Dr. Graves and Ms. Suever were each issued 234, 294, 212 and 492 Retainer RSUs in lieu of their quarterly annual retainer payment, respectively, having a grant date fair value per Retainer RSU granted of $77.75, $31.03, $42.96 and $37.02, respectively. The foregoing grant date fair values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“FASB ASC Topic 718”). The amounts do not correspond to the actual value that will be realized by a director. For additional information regarding the assumptions made in calculating these amounts, see Note 12, “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
⁽²⁾	The grant date fair value of each Annual RSU granted to directors on June 1, 2020 was $36.78, computed in accordance with FASB ASC Topic 718.
⁽³⁾	As of December 31, 2020, each of our non-employee directors, other than Dr. Minus, held 3,262 Annual RSUs that were not yet eligible for conversion, which excludes (a) Retainer RSUs that a director elected to receive in lieu of the director’s annual cash retainer as disclosed in footnote 1 above and (b) RSUs for which a director has elected to defer conversion and delivery until termination of his or her service with the board. All RSUs granted prior to the 2020 Annual Meeting of Stockholders have either been converted into common stock or are subject to a director election to defer conversion. Each director (other than Ms. Suever) elected to defer conversion and delivery of common stock underlying the RSUs granted in 2020 until termination of his or her service as a director.
	Dr. Minus received a grant of 2,142 RSUs on December 3, 2020 in connection with her initial election to the board. The grant date fair value of each RSU granted to Dr. Minus on December 3, 2020 was $56.00, computed in accordance with FASB ASC Topic 718.
⁽⁴⁾	Mr. Beckman resigned from the board effective as of January 1, 2021.
⁽⁵⁾	Ms. Brubaker did not stand for reelection at the 2020 Annual Meeting of Stockholders, held on June 1, 2020.
⁽⁶⁾	Dr. Minus was appointed to the board effective December 3, 2020.

HEXCEL CORPORATION | 2021 Proxy Statement



EXECUTIVE OFFICERS

Set forth below is certain information concerning each of our current executive officers as of the date of this proxy statement. For additional information concerning Mr. Stanage, see “PROPOSAL 1—ELECTION OF DIRECTORS—Information Regarding the Directors” on page 3.

		Executive
		Officer
Name	Age	Since	Position(s) With Hexcel
Nick L. Stanage	62	2009	Chairman of the Board; Chief Executive Officer; President; Director
Patrick J. Winterlich	51	2017	Executive Vice President; Chief Financial Officer
Robert G. Hennemuth	65	2006	Executive Vice President; Human Resources and Communications
Gail E. Lehman	61	2017	Executive Vice President; General Counsel; Secretary
Thierry Merlot	61	2016	President – Aerospace, Europe, Middle East, Africa and Asia Pacific and Industrial
Colleen Pritchett	47	2018	President – Aerospace, Americas and Fibers

PATRICK J. WINTERLICH was appointed our Executive Vice President and Chief Financial Officer in September 2017. Mr. Winterlich joined Hexcel in 1998 and has served in roles of increasing responsibility in Operations, Finance and Information Technology, serving most recently as Senior Vice President—Tax, Systems and Enterprise Reporting from March 2016 to August 2017. Prior to joining Hexcel, Mr. Winterlich served in several financial capacities at Courtaulds plc, a U.K. international chemicals group. He has a degree in accounting and financial analysis from Warwick University and is a member of the Chartered Institute of Management Accountants.

ROBERT G. HENNEMUTH was appointed our Executive Vice President, Human Resources and Communications in May 2016. Mr. Hennemuth joined Hexcel in March 2006 as Senior Vice President, Human Resources. Prior to joining Hexcel, Mr. Hennemuth served as Vice President—Human Resources of Jacuzzi Brands, Inc. from July 2003 to September 2005. Previously, he was employed by Honeywell International Inc. and, prior to the acquisition of Honeywell by AlliedSignal Inc. in 1999, by AlliedSignal where he served as Vice President of Human Resources & Communications for various businesses from December 1996 to June 2003, including the Honeywell Consumer Products Group.

GAIL E. LEHMAN was appointed our Executive Vice President, General Counsel and Secretary in January 2017. Prior to joining Hexcel, she was Chief Administrative Officer, General Counsel & Corporate Secretary at Noranda Aluminum Holding Corporation from March 2012 to December 2016; its Vice President of Human Resources, General Counsel and Corporate Secretary from February 2011 to March 2012; and its Vice President, General Counsel and Secretary from January 2010 to February 2011. On February 8, 2016, Noranda filed for bankruptcy protection under the U.S. Bankruptcy Code. Ms. Lehman was Vice President, General Counsel and Corporate Secretary at both Hawker Beechcraft Corporation (July 2007-August 2009) and Covalence Specialty Materials Corporation (April 2006-May 2007). From November 2001 through April 2006, she was Assistant General Counsel, Treasury and Finance, and Assistant Secretary of Honeywell International Inc. From 1993 to November 2001, Ms. Lehman held various position of increasing responsibility in the Law Department of Honeywell.

THIERRY MERLOT became our President, Aerospace, Europe, Middle East, Africa and Asia Pacific and Industrial in May 2020, having previously served as our President, Aerospace, Europe, Middle East, Africa and Asia Pacific since May 2016. From 2010 to May 2016, he was Vice President and General Manager—Aerospace, Europe, Middle East, Africa and Asia Pacific. Mr. Merlot joined Ciba-Geigy in 1988, and became an employee of Hexcel upon the merger between Hexcel and Ciba-Geigy’s Composites business in 1996. Over the years, he has held several sales and marketing positions in Europe and Asia Pacific for the company. Mr. Merlot began his career in 1983 with Dassault Aviation as an R&D process engineer and Quality Manager for composite materials.

HEXCEL CORPORATION | 2021 Proxy Statement

EXECUTIVE OFFICERS

COLLEEN PRITCHETT became our President, Aerospace, Americas and Fibers in May 2020, having previously served as our President, Aerospace, Americas since November 2018. Prior to joining Hexcel, Ms. Pritchett served in a number of capacities for E.I. du Pont de Nemours and Company from June 1996 until November 2018, including most recently as Global Business Director and President of the Electronics & Imaging Advanced Printing business from January 2016 until November 2018; Global Business Director and President of the Electronics & Communications Microcircuit Materials business in Taiwan from May 2015 until December 2015; and Asia Pacific Director of the Performance Polymers business in Shanghai, China from July 2013 until May 2015. Prior to that, Ms. Pritchett held various positions of increasing responsibility at du Pont, such as Global Business Director of the Performance Polymers Kalrez^®and Vespel^®business; Strategic Planning Manager for the DuPont Company; Strategic Planning Manager for the Performance Coatings business; Americas Business Manager; North America Sales and Distribution Manager; and National Accounts Team Sales Manager, as well as roles in Engineering, Finance and Sales.

HEXCEL CORPORATION | 2021 Proxy Statement



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Beneficially Owned by Principal Stockholders

The following table sets forth certain information as of December 31, 2020 with respect to the ownership by any person known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of Hexcel common stock (the number of shares held by each listed stockholder may have changed subsequent to December 31, 2020):

	Number of
	Shares of	Percent of
Name and Address	Common Stock	Common Stock⁽¹⁾
BlackRock, Inc.⁽²⁾ 55 East 52nd Street New York, NY 10055	7,628,922	9.11%
Eaton Vance Management⁽³⁾ 2 International Place Boston, MA 02110	7,618,071	9.10%
The Vanguard Group, Inc.⁽⁴⁾ 100 Vanguard Boulevard Malvern, PA 19355	7,285,825	8.70%


⁽¹⁾	Based on 83,725,385 shares of common stock outstanding as of March 15, 2021.
⁽²⁾	BlackRock, Inc. is the parent of several subsidiaries that hold the shares listed in the table, of which BlackRock Fund Advisors beneficially owns more than 5% of the company’s common stock. Of the shares listed, BlackRock has sole voting power with respect to 7,281,733 shares and sole dispositive power with respect to 7,628,922 shares. BlackRock’s business address is 55 East 52nd Street, New York, NY 10055. The number of shares listed in the table and the information in this footnote are derived from an Amendment to Schedule 13G filed by BlackRock with the SEC on January 29, 2021.
⁽³⁾	Eaton Vance Management has sole voting power with respect to 7,618,071 shares and has sole dispositive power with respect to 7,618,071 shares. Eaton Vance Management’s business address is 2 International Place, Boston, MA 02110. The number of shares listed in the table and the information in this footnote are derived from an Amendment to Schedule 13G filed by Eaton Vance Management with the SEC on February 12, 2021.
⁽⁴⁾	The Vanguard Group, Inc. is the parent of several subsidiaries that hold the shares listed in the table, none of which individually holds more than 5% of the company’s common stock. The Vanguard Group, Inc. has shared voting power with respect to 54,077 shares, sole dispositive power with respect to 7,168,360 shares and shared dispositive power with respect to 117,465 shares. The Vanguard Group’s business address is 100 Vanguard Boulevard, Malvern, PA 19355. The number of shares listed in the table and the information in this footnote are derived from an Amendment to Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021.

HEXCEL CORPORATION | 2021 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Beneficially Owned by Directors and Officers

The following table contains information regarding the beneficial ownership of shares of Hexcel common stock as of March 15, 2021 by our current directors and the executive officers listed in the Summary Compensation Table and by all current directors and executive officers as a group. Except as otherwise indicated in the footnotes to the table, we have been informed that each person listed had sole voting power and sole investment power over the shares of common stock shown opposite his or her name.

	Number of Shares	Percent of
Name	of Common Stock⁽¹⁾⁽²⁾	Common Stock⁽³⁾⁽⁴⁾
Nick L. Stanage	705,896	*
Jeffrey C. Campbell	52,223	*
Cynthia M. Egnotovich	15,852	*
Thomas A. Gendron⁽⁵⁾	51,454	*
Dr. Jeffrey A. Graves	45,572	*
Guy C. Hachey	16,022	*
Dr. Marilyn L. Minus	1,015	*
Catherine A. Suever	7,907	*
Patrick J. Winterlich	48,521	*
Robert G. Hennemuth	125,527	*
Gail E. Lehman	25,024	*
Colleen Pritchett	7,825	*
Brett Schneider⁽⁶⁾	9,797	*
All current executive officers and directors as a group (13 persons)	1,175,910	1.39	%


⁽¹⁾	Beneficial ownership is determined in accordance with SEC regulations. Therefore, the table lists all shares as to which the person listed has or shares the power to vote or to direct disposition, including (a) shares underlying vested RSUs, (b) shares underlying RSUs that will vest within 60 days following March 15, 2021, (c) shares underlying Retainer RSUs granted to Dr. Graves, Mr. Campbell and Ms. Suever as a result of such person’s election to receive his or her annual cash retainer in RSUs, and (d) NQOs exercisable as of March 15, 2021 or within 60 days thereafter. Shares underlying these RSUs and NQOs are considered outstanding and beneficially owned for the purpose of computing the holder’s percentage of beneficial ownership, but not considered outstanding for the purpose of computing the percentage of beneficial ownership of any other person. The aggregate number of shares underlying such RSUs and NQOs were as follows: Mr. Stanage 422,611; Mr. Campbell 44,420; Ms. Egnotovich 15,852; Mr. Gendron 29,454; Dr. Graves 42,572; Mr. Hachey 16,022; Dr. Minus 1,015; Ms. Suever 4,566; Mr. Winterlich 35,309; Mr. Hennemuth 69,503; Ms. Lehman 19,409; Ms. Pritchett 5,649; Mr. Schneider 3,147; and all current executive officers and directors as a group 746,996.
⁽²⁾	None of our directors or current executive officers has pledged any of our common stock.
⁽³⁾	Based on 83,725,385 shares of common stock outstanding as of March 15, 2021.
⁽⁴⁾	An asterisk represents beneficial ownership of less than 1%.
⁽⁵⁾	Amount includes (a) 220 shares held by TEAGII LLP, a limited partnership, as Mr. Gendron has shared investment and voting control over such shares with his wife, (b) 10,890 shares held by The 2020 Gendron Legacy Trust, a family trust of which Mr. Gendron’s wife is the trustee and Mr. Gendron’s wife and children are among the beneficiaries, and (c) 10,890 shares held by The Gendron Descendants Trust, a family trust of which Mr. Gendron is the trustee and the children of Mr. Gendron are among the beneficiaries. The information in this footnote was derived from a Form 5 filed by Mr. Gendron with the SEC on January 29, 2021.
⁽⁶⁾	Mr. Schneider, a former executive officer who is listed in the Summary Compensation Table, previously served as President, Industrial and Global Fibers, until May 1, 2020. The number of shares is based on information disclosed in a Form 4/A filed by Mr. Schneider on February 12, 2020, as well as the number of exercisable NQOs held by Mr. Schneider as of March 15, 2021, according to the company’s records. Mr. Schneider is no longer required to report his holdings in the company’s securities pursuant to Section 16 of the Securities Act of 1933, as amended.

HEXCEL CORPORATION | 2021 Proxy Statement



COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”), we address the compensation paid or awarded to the following executive officers of the company, who are listed in the Summary Compensation Table that follows this discussion, and whom we refer to as our “named executive officers” or “NEOs.”

■

Nick L. Stanage, our Chairman, Chief Executive Officer and President

■

Patrick J. Winterlich, our Executive Vice President and Chief Financial Officer

■

Robert G. Hennemuth, our Executive Vice President, Human Resources and Communications

■

Gail E. Lehman, our Executive Vice President, General Counsel and Secretary

■

Colleen Pritchett, our President – Aerospace, Americas and Fibers

■

Brett Schneider, our former President – Industrial and Global Fibers, who served in such role until May 1, 2020

Executive Summary

COVID-19 Pandemic – Impact on Business

■

Sales were $1.502 billion in 2020, a decrease of 36.3% in constant currency compared to 2019.

■

Diluted net income per common share was $0.38 in 2020, compared to $3.57 in 2019.

■

Adjusted diluted earnings per share was $0.25 in 2020, as compared to $3.54 in 2019. Adjusted diluted earnings per share is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of adjusted diluted earnings per share to GAAP diluted earnings per share.

■

Net cash provided by operating activities was $264.3 million in 2020, compared to $491.1 million in 2019. Free cash flow, a non-GAAP financial measure, was $213.7 million in 2020, compared to $287.0 million in 2019. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $50.6 million in 2020 and $204.1 million in 2019.

Hexcel’s Pandemic Response

In response to the impacts of the COVID-19 pandemic, we terminated the previously announced Merger with Woodward in April 2020 and took immediate action to align our business with our markets and customers with three key objectives:

■

Keep our employees and their families healthy and safe;

■

Continue to support our customers and deliver on our commitments; and

■

Reduce costs and restructure the business to align with lower demand in the short term while positioning for growth and leverage in the long term.

HEXCEL CORPORATION | 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

In pursuit of our corporate purpose, we focused on achieving excellence in three areas in 2020: Customers, People and Operations. To this end, our key accomplishments include:

Customer Excellence ü Kept necessary plants operational and scaled to meet quickly changing demands; orchestrated plant operations to meet customer commitments in a rapidly changing environment ü Stayed constantly connected with customers to help them prioritize and find solutions ü Strengthened relations with customers through virtual webinars/tech days – sustaining focus on new growth pursuits ü Positioned ourselves to scale quickly once demand recovers
People Excellence	Operational Excellence

ü Maintained relentless focus on keeping our employees safe during the pandemic with record safety performance in 2020 ü Focused on long-term retention of key talent below the senior management level, including through the use of one-time equity grants ü Employed additional virtual tools for constant and transparent communication with our employees, including an enhanced mass notification system	ü Demonstrated flexibility and agility pivoting from the terminated Merger with Woodward to pandemic response, keeping focus on continuous on-time delivery improvement of safety, quality, and ü Rapidly leveraged technology to support remote working ü Reorganized senior management structure, streamlining decision-making and simplifying our leadership organization to drive accountability and meet business objectives

Recognizing that maintaining ample liquidity is key to withstanding the pandemic and emerging in a position of strength, we also took a number of actions to align our costs with lower sales and optimize our cash position:

■

Rightsized the business with an approximately 35% reduction in workforce and significantly reduced other labor costs throughout the year

■

Suspended dividend payments and stock repurchases

■

Curtailed discretionary spending and eliminated non-essential capital expenditures

■

Revisited our geographical footprint and closed our facility in Windsor, Colorado

■

Reduced inventory and partnered with vendors to secure pricing reductions

■

Negotiated amendments to our revolving credit facility agreement to provide covenant relief

Through disciplined cash management, Hexcel delivered approximately $214.0 million of free cash flow for 2020, ensuring that our liquidity position remains robust.

We believe the actions being taken, coupled with our industry-leading technology and strong customer relationships, will ensure that the company emerges from the pandemic with a more efficient cost base and well-positioned for growth to support the future of aerodynamics and sustainability in aerospace and industrial markets.

HEXCEL CORPORATION | 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

COVID-19 Pandemic – Impact on Executive Compensation

Consistent with company-wide cost cutting actions to address the impact of the COVID-19 pandemic on our business and financial results, our compensation committee and board of directors took swift action to align 2020 executive compensation with the economic environment, including:

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Reducing the base salary of our CEO and the cash retainers of our non-employee directors by 50% for a 6-month period;

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Reducing the salaries of our other named executive officers by 30% for a 3-month period;

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Suspending company matching contributions to our retirement saving

SEC Form DEF 14A filed by Hexcel Corporation