DEF 14A of Hexcel Corp /De/, Mar 25, 2025

DEF 14A of Hexcel Corp /De/

Filed Mar 25, 2025 · FY20240001193125-25-062566

Open on EDGAR

  1. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2025

    | Pension Benefits in 2024 | 52 | | Nonqualified Deferred Compensation in 2024 | 53 | | Potential Payments Upon Termination or Change in Control | 54 | | Potential Payments and Benefits Upon Termination of Employment on December 31, 2024 | 58 | | Proposal 2—Advisory Approval of the Company’s 2024 Executive Compensation | 60 | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | Equity Compensation Plan Information | 69 | | Audit Committee Report | 70 | | Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm | 71 | | Proposal 4—Approval of the Amendment and Restatement of the Employee Stock Purchase Plan | 72 | | Certain Relationships and Related Person Transactions | 76 | | Delinquent Section 16(a) Reports | 77 | | Other Matters | 78 | | Stockholder Proposals | 79 | | Annual Report | 80 | | Annex A—Reconciliation of GAAP to Non-GAAP Income: | A-1 | | Annex B—Hexcel Corporation 2016 Employee Stock Purchase Plan (as amended and restated) | B-1 |

  2. Majority Voting Standard for Election of Directors

    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 a 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 will 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 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.

  3. Majority Voting Standard for Election of Directors

    | 2025 PROXY STATEMENT | 1 |

  4. Information Regarding the Director Nominees

    Information Regarding the Director Nominees Nine of our 10 current directors have been nominated for election to the board at the Annual Meeting. Thomas A. Gendron previously informed the board of his intention not to stand for reelection at the Annual Meeting and, therefore, effective as of the date of the Annual Meeting, the size of the board will be reduced to nine. Proxies cannot be voted for a greater number of persons than the number of nominees named. In determining that the nine director nominees should continue to serve on our board, the nominating, governance and sustainability committee considered, among other factors, certain key attributes, experience, qualifications and skills that the board considers valuable to ensure effective oversight of the company, which we refer to as “core competencies.” These core competencies are defined on page iv and are listed in each director nominee’s biography, as applicable. The nominating, governance and sustainability committee also considered the experience of the director nominees in other key subject areas, including financing, mergers and acquisitions, investor relations, and risk management and compliance; 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. The graphic below illustrates how the nine director nominees collectively represent the core competencies. These indicators are intended to be a high-level summary and not a comprehensive list of each director’s skills or contributions to the board.

  5. Information Regarding the Director Nominees

    | 2 | |

  6. Thomas C. Gentile III

    Thomas C. Gentile III

  7. Thomas C. Gentile III

    | Chairman, Chief Executive Officer and President Hexcel Corporation Age: 60 Director Since: 2024 | Career Highlights ◾ Chairman (since December 2024) and Chief Executive Officer, President and director (since May 2024) of the company ◾ Former President and Chief Executive Officer of Spirit AeroSystems Holdings, Inc., a publicly traded aerospace components company (2016-2023) ◾ Prior leadership roles of increasing significance at General Electric Company (2008-2016), including President and Chief Operating Officer of GE Capital Corporation, President and CEO of GE Healthcare Systems, and President and CEO of GE Aviation Services ◾ Executive Advisor to the Dean of the Barton School of Business at Wichita State University ◾ Serves on the Board of Advisors to the Smithsonian National Air and Space Museum ◾ President-elect of the Wings Club Foundation Former Public Company Directorships ◾ Spirit AeroSystems Holdings, Inc. (2016-2023) Core Competencies: ◾ Extensive experience in the aerospace and space and defense industries ◾ Significant experience in compliance, risk management, financing, systems solutions, investor relations, and sustainability strategy ◾ Senior leadership and management positions in the commercial aviation industry |

  8. Jeffrey C. Campbell

    Jeffrey C. Campbell

  9. Jeffrey C. Campbell

    | Retired Vice Chairman and Chief Financial Officer American Express Company Age: 64 Director Since: 2003 (Lead Director since 2018) Committees: Audit; Nominating, Governance and Sustainability | Career Highlights ◾ Former Vice Chairman (April 2021-March 2024) and Chief Financial Officer (August 2013-August 2023) of American Express Company, a global services company; previously Executive Vice President, Chief Financial Officer (August 2013-April 2021) ◾ 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., then parent company of American Airlines Other Current Public Company Directorships ◾ Aon plc, since March 2018 (audit committee (chair); organization and compensation committee) ◾ Marathon Petroleum Company, since November 2024 (audit committee; compensation and organizational development committee) 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 |

  10. Jeffrey C. Campbell

    | 2025 PROXY STATEMENT | 3 |

  11. James J. Cannon

    James J. Cannon

  12. James J. Cannon

    | President and Chief Executive Officer AM General LLC Age: 54 Director Since: 2024 Committees: Compensation | Career Highlights ◾ President and Chief Executive Officer AM General LLC, a heavy vehicle and contract automotive manufacturer, since September 2021 ◾ Former Chief Executive Officer of FLIR Systems Inc. (now known as Teledyne FLIR LLC) prior to its acquisition by Teledyne Technologies, which specializes in the design and production of thermal imaging cameras and sensors (June 2017-June 2021) ◾ Prior leadership roles of increasing significance at Stanley Black & Decker, Inc., including President, Stanley Security for North America and Emerging Markets ◾ Served in the U.S. Army as an Infantryman and Armor Officer Former Public Company Directorships ◾ FLIR Systems Inc. (2017-2021) ◾ Lydall Inc. (2017-2021) Core Competencies: ◾ Extensive knowledge and experience in executive leadership and operational and management issues relevant to global manufacturing environments, in particular for defense technologies ◾ Significant strategy and marketing experience in the defense, aerospace and industrial industries ◾ In-depth public company governance experience |

  13. Cynthia M. Egnotovich

    Cynthia M. Egnotovich

  14. Cynthia M. Egnotovich

    | Retired President, Aerospace Systems Customer Service United Technologies Corporation Age: 67 Director Since: 2015 Committees: Audit; Nominating, Governance and Sustainability (Chair) | 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 ◾ Triumph Group, Inc., since September 2022 (audit committee; nominating, governance and sustainability committee) Former Public Company Directorships ◾ The Manitowoc Company (2008-2016) ◾ Welbilt, Inc. (2016-2022) 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 |

  15. Cynthia M. Egnotovich

    | 4 | |

  16. Guy C. Hachey

    Guy C. Hachey

  17. Guy C. Hachey

    | Retired President and Chief Operating Officer Bombardier Aerospace, Inc. Age: 69 Director Since: 2014 Committees: Compensation (Chair); Nominating, Governance and Sustainability | Career Highlights ◾ Former President and Chief Operating Officer of Bombardier Aerospace, Inc. (May 2008-September 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 Former Public Company Directorships ◾ Meggitt plc (2019-2022) Core Competencies: ◾ Extensive manufacturing, operations, strategy, merger & acquisition 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 |

  18. Dr. Patricia A. Hubbard

    Dr. Patricia A. Hubbard

  19. Dr. Patricia A. Hubbard

    | Senior Vice President and Chief Technology Officer Cabot Corporation Age: 58 Director Since: 2024 Committees: Nominating, Governance and Sustainability | Career Highlights ◾ Senior Vice President and Chief Technology Officer of Cabot Corporation, a specialty chemicals and performance materials company, since February 2018 ◾ Former Vice President of R&D for the Label and Graphic Materials division in North America of Avery Dennison, an adhesive, label and packaging manufacturing company (September 2016 to February 2018) ◾ Prior leadership roles of increasing significance at Avient Corporation and General Electric ◾ Member of the American Chemical Society and National Academies’ Chemical Sciences Roundtable Core Competencies: ◾ Ph.D. in Polymer Science and extensive experience in product development and qualification processes, including for automotive and defense industries ◾ Significant experience in development of materials for alternative energy applications and with environmental sustainability strategy implementation, including emissions reduction technology ◾ Senior leadership and management role at a global manufacturing organization with a focus on technology strategy, marketing and business integration |

  20. Dr. Patricia A. Hubbard

    | 2025 PROXY STATEMENT | 5 |

  21. David H. Li

    David H. Li

  22. David H. Li

    | Chief Executive Officer and President-elect, Ingevity Corporation Age: 52 Director Since: 2025 Committees: Compensation (effective May 8, 2025) | Career Highlights ◾ Chief Executive Officer and President of Ingevity Corporation (effective April 7, 2025), a specialty chemicals and performance materials company(1) ◾ Former Chief Executive Officer, President, and a member of the board of CMC Materials, Inc. (formerly Cabot Microelectronics), a global supplier of specialty materials focused on the semiconductor and energy industries (January 2015-July 2022) ◾ Prior leadership roles of increasing significance in engineering, sourcing, investor relations, and corporate development at CMC Materials, Inc. (1997-2015), including VP Asia Pacific Region ◾ Adjunct professor at Northwestern’s Kellogg School of Management Other Current Public Company Directorships ◾ Maxeon Solar Technologies, since September 2023 (audit committee; compensation committee; strategy and transformation committee) Former Public Company Directorships ◾ CMC Materials, Inc. (2015-2022) Core Competencies: ◾ Extensive operational, strategic, supply chain, merger & acquisition, sales and marketing experience in global specialty materials companies, with a deep understanding of Asian markets ◾ Significant experience overseeing and driving financial performance, growth and execution during strategic transformations and acquisitions ◾ In-depth public company governance experience |

  23. Nick L. Stanage

    Nick L. Stanage

  24. Nick L. Stanage

    | Retired Chairman, Chief Executive Officer and President Hexcel Corporation Age: 66 Director Since: 2013 | Career Highlights ◾ Former Executive Chairman (May 2024-November 2024) of the company; previously the company’s Chairman (2014-2024), Chief Executive Officer (2013-2024), President (2009-2024), and Chief Operating Officer (2012-2013) ◾ 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 committee; governance and nominating committee) 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 |

  25. Nick L. Stanage

    | (1) Mr. Li is expected to join the board of directors of Ingevity Corporation following the company’s 2025 Annual Meeting. |

  26. Nick L. Stanage

    | 6 | |

  27. Catherine A. Suever

    Catherine A. Suever

  28. Catherine A. Suever

    | Retired Executive Vice President – Finance and Administration and Chief Financial Officer Parker-Hannifin Corporation Age: 66 Director Since: 2018 Committees: Audit (Chair); Compensation | 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 Other Current Public Company Directorships ◾ Ingredion Incorporated, since August 2021 (audit committee) 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 at a global manufacturing organization serving both aerospace and industrial markets |

  29. Catherine A. Suever

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

  30. Catherine A. Suever

    | 2025 PROXY STATEMENT | 7 |

  31. Director Compensation in 2024

    Director Compensation in 2024 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 regularly 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 guidance from its independent compensation consultant, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program. Following this review, in May 2024, and after considering the advice of its independent compensation consultant about market practices and pay levels, the board approved (i) an increase of $5,000 to the annual cash retainer for the lead director, and (ii) an increase of $20,000 in the grant date value of Annual RSUs (as defined below). As a result, the non-employee director cash compensation program provides for the following:

  32. Director Compensation in 2024

    | ◾ | $88,000 for the annual cash retainer; |

  33. Director Compensation in 2024

    | ◾ | $30,000 for the lead director; |

  34. Director Compensation in 2024

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

  35. Director Compensation in 2024

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

  36. Director Compensation in 2024

    | ◾ | $7,500 for each member of the nominating, governance and sustainability committee. |

  37. Director Compensation in 2024

    In addition, each committee chair receives the following annual compensation :

  38. Director Compensation in 2024

    | ◾ | $12,500 for the audit committee chair; |

  39. Director Compensation in 2024

    | 2025 PROXY STATEMENT | 17 |

  40. Director Compensation in 2024

    | ◾ | $7,500 for the compensation committee chair; and |

  41. Director Compensation in 2024

    | ◾ | $7,500 for the nominating, governance and sustainability committee chair. |

  42. Director Compensation in 2024

    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”). Retainer RSUs are fully vested on the date of grant and convert into an equivalent number of shares of our common stock on the first anniversary of the grant date. 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 2024 was $140,000. Annual RSUs granted in 2024 vest on the earlier of (i) the first anniversary of the grant date, or (ii) the date immediately prior to the next annual meeting of stockholders following the grant date. In each case, RSUs convert into an equivalent number of shares of our common stock on the vesting date, unless directors elect to defer conversion and delivery of the shares underlying the RSUs until termination of their 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 convert 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 will receive $1,000 for each meeting attended. As noted above, during 2024, in connection with CEO succession planning, the board designated a special succession committee to oversee the candidate selection process. The succession committee held 12 meetings and Mr. Campbell, Ms. Egnotovich and Mr. Hachey were paid an additional $12,000 each in meeting fees as non-employee director members of the special committee. Our stock ownership guidelines, which are described on page 43, apply to non-employee directors, as well as executive officers. As of the last ownership testing date, December 31, 2024, all of our then-appointed non-employee director nominees held the requisite number of shares. The table below summarizes the compensation paid by the company to non-employee directors for the fiscal year ended December 31, 2024:

  43. Director Compensation in 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | James J. Cannon(4) | 94,439 | 39,952 | 134,931 | | Jeffrey C. Campbell | 157,500 | 139,989 | 297,489 | | Cynthia M. Egnotovich | 125,000 | 139,989 | 264,989 | | Dr. Patricia Hubbard(4) | 95,417 | 39,952 | 135,369 | | Thomas A. Gendron | 95,500 | 139,989 | 235,489 | | Dr. Jeffrey A. Graves(5) | 34,619 | — | 34,619 | | Guy C. Hachey | 119,979 | 139,989 | 259,968 | | Dr. Marilyn L. Minus(5)(7) | 27,217 | — | 27,217 | | Nick L. Stanage(6)(7) | 7,495 | — | 7,495 | | Catherine A. Suever | 102,979 | 139,989 | 242,968 |

  44. Director Compensation in 2024

    | (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 Dr. Hubbard, who elected to receive Retainer RSUs in lieu of her annual cash retainer for 2024. On January 12, 2024, April 5, 2024, July 12, 2024, and October 4, 2024, Dr. Hubbard was issued 306, 305, 329, and 365 Retainer RSUs in lieu of her quarterly retainer payments, having a grant date fair value per Retainer RSU granted of $71.73, $72.05, $66.72 and $60.27, respectively. The foregoing grant date fair values were computed in accordance with Accounting Standards Codification 718, “Compensation—Stock Compensation” (“ASC 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 13 “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  45. Director Compensation in 2024

    | (2) The grant date fair value of each Annual RSU granted to directors on May 2, 2024 was $67.87, computed in accordance with ASC 718. |

  46. Director Compensation in 2024

    | (3) As of December 31, 2024, each of our non-employee directors held 2,062 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 2024 Annual Meeting have either been converted into common stock or are subject to a director election to defer |

  47. Director Compensation in 2024

    | 18 | |

  48. Director Compensation in 2024

    | conversion. Each then-current director (other than Ms. Suever) elected to defer conversion and delivery of common stock underlying the RSUs granted in 2024 until termination of his or her service as a director. |

  49. Director Compensation in 2024

    | (4) Each of Mr. Cannon and Dr. Hubbard received (a) a prorated grant of 559 Annual RSUs upon their initial appointment to the board on January 5, 2024 having a grant date fair value per Annual RSU granted of $71.47 and (b) a prorated annual cash retainer. On May 2, 2024, Mr. Cannon was appointed to the compensation committee and Dr. Hubbard was appointed to the nominating, governance and sustainability committee. Each director received prorated committee member fees for 2024, as applicable. |

  50. Director Compensation in 2024

    | (5) Dr. Jeffrey A. Graves did not stand for reelection at the 2024 Annual Meeting of Stockholders. Dr. Marilyn L. Minus informed the board of her resignation effective April 22, 2024. |

  51. Director Compensation in 2024

    | (6) Mr. Stanage retired from his position as Executive Chairman and was appointed as a non-employee director of the board effective November 30, 2024. He received a prorated annual cash retainer for 2024. |

  52. Director Compensation in 2024

    | (7) The table above does not include compensation paid to Mr. Stanage or Dr. Minus for service as an officer or employee of the company. |

  53. Director Compensation in 2024

    | 2025 PROXY STATEMENT | 19 |

  54. Director Compensation in 2024

    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. Gentile, who has served as Hexcel’s CEO and President since May 2024, see “PROPOSAL 1—ELECTION OF DIRECTORS—Information Regarding the Director Nominees” on page 3. Mr. Philippe Chevrier, who previously served as the company’s President, Americas & Global Fibers, resigned from his position effective January 31, 2025.

  55. Structure of Our Compensation

    Structure of Our Compensation Our pay for performance philosophy is demonstrated by the way we have structured the elements of our total direct compensation program, which provide a significant level of variability depending on our performance. These elements consist of salary, annual cash incentive awards under our Management Incentive Compensation Plan (“MICP”) and long-term equity awards in the form of NQOs, PSAs and, for all executive officers other than the Chief Executive Officer, RSUs.

  56. Total Direct Compensation—Key Elements

    | Short-Term Cash Incentive | | Long-Term Equity Incentive Awards | | | | Base Salary Base salaries are reviewed annually and are increased based on performance, market and peer benchmarking or at the time of a change in position or assumption of new responsibilities. Annual Cash Incentive Award (MICP) Annual incentive program with payouts based on accomplishing specific financial performance measures. For 2024, these were: (1) Free Cash Flow (50%) (2) Adjusted EBIT (50%) | | PSAs Performance-based vesting at the end of a three-year period, based on accomplishing specific financial performance measures. For 2024, these were: (1) ROIC percentage at the end of the three-year performance period (50%) (2) Relative EPS Growth during the three-year performance period compared to the performance of the Standard & Poor’s (S&P) MidCap 400 Index companies (50%) NQOs Time-based vesting: 12, 24 and 36 months from the grant date in three equal installments RSUs Time-based vesting: 12, 24 and 36 months from the grant date in three equal installments |

  57. Total Direct Compensation—Key Elements

    As demonstrated below, a significant amount of target compensation for our named executive officers constitutes variable compensation tied to our financial performance. For purposes of the graphs below, the “total direct compensation” reflects (i) base salary for 2024 (annualized for each of Mr. Gentile and Mr. Stanage through his retirement date of November 30, 2024), (ii) the 2024 target award opportunity under the MICP, and (iii) the 2024 target long-term incentive award opportunity that is granted in the form of equity awards.

  58. Total Direct Compensation—Key Elements

    | Thomas C. Gentile III CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT • Base salary established at $1,100,000 • Target MICP annual cash incentive award opportunity of 110% of base salary • Target long-term equity incentive compensation opportunity of 440% of base salary | |

  59. Total Direct Compensation—Key Elements

    | Patrick J. Winterlich EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER • Base salary increased by 3.3% • Target MICP annual cash incentive award opportunity increased from 80% to 85% of base salary • Target long-term equity incentive compensation opportunity increased from 185% to 190% of base salary | |

  60. Total Direct Compensation—Key Elements

    | Thierry P. Merlot PRESIDENT, AEROSPACE, EUROPE, MEA/AP & INDUSTRIAL • Base salary increased by 4.5% • Target MICP annual cash incentive award opportunity increased from 65% to 70% of base salary • Target long-term equity incentive compensation opportunity increased from 130% to 135% of base salary | |

  61. CEO Transition – Compensation Decisions

    CEO Transition – Compensation Decisions Effective May 1, 2024, Mr. Gentile was appointed Chief Executive Officer and President of the Company and Mr. Stanage transitioned to the position of Executive Chairman of the Board. Mr. Stanage served as Executive Chairman until his retirement on November 30, 2024, at which time Mr. Gentile became Chairman of the Board, effective December 5, 2024. In connection with this transition, we made certain compensation decisions as described below, which included one-time equity grants to certain executives. As a general policy, we do not issue equity awards to named executive officers outside of the long-term incentive program, except under extraordinary circumstances. In 2024, however, we had our first CEO transition in over a decade, which we considered to be an extraordinary circumstance. After careful consideration, we made a one-time sign-on equity grant to Mr. Gentile to ensure alignment with the long-term interests of shareholders. Following Mr. Gentile’s appointment as Chief Executive Officer, we also made one-time retention equity grants to Mr. Winterlich and Mr. Chevrier, each of whom served in critical executive leadership roles within our company. These grants were intended to encourage their continued service during the CEO transition period. We do not expect to grant similar one-off equity awards in the future, absent other extraordinary circumstances. Following is a summary of the specific compensation decisions made in connection with the CEO transition:

  62. Mr. Gentile

    Mr. Gentile The compensation committee recommended to the board a competitive, market-based compensation package for Mr. Gentile that was based on advice and competitive market data provided by our independent compensation consultant, and that reflected Mr. Gentile’s prior business experience, his skills and future potential with the organization, and prevailing market practices. Upon recommendation of the compensation committee, the independent directors of the board approved an annual compensation package to Mr. Gentile of: (i) a base salary of $1,100,000, (ii) a target MICP cash incentive award opportunity of 110% of his base salary (with no pro-ration for the 2024 fiscal year), and (iii) a target long-term equity incentive compensation opportunity of 440% of his annual base salary, delivered in a mix of 66.7% in performance shares (vesting based on performance over a three-year performance period) and 33.3% in non-qualified stock options (vesting in equal annual installments over three years subject to continued employment).

  63. Messrs. Winterlich and Chevrier

    Messrs. Winterlich and Chevrier In July 2024, the compensation committee, after consulting with its independent compensation consultant, approved one-time retention awards of 15,000 RSUs for Mr. Winterlich and 10,000 RSUs for Mr. Chevrier, which generally vest in three equal installments on the second, third and fourth anniversaries of the grant date. Mr. Chevrier also received a market-based adjustment to his annual base salary of 5.8%. The one-time RSUs awards were intended to recognize the important contributions of Messrs. Winterlich and Chevrier to growing the company and executing our long-term strategic plan. The compensation committee approved these awards based on its review of, among other things, the competitive market data, prevailing market practices, and each executive’s role in the leadership transition, along with his experience, leadership and other skills, and prior performance. The extended vesting period of the one-time awards was intended to enhance retention incentives during the CEO transition process. The one-time RSU awards require as a condition to vesting that the executive remain employed by the company through the applicable vesting date, except in the case of an involuntary termination without Cause (as defined in the RSU agreement) or due to Disability (as defined in the RSU agreement), in which case the RSUs would continue to vest. Mr. Chevrier forfeited the entirety of his one-time RSU award upon his voluntary resignation on January 31, 2025.

  64. Mr. Stanage

    Mr. Stanage In connection with Mr. Stanage’s transition to Executive Chairman, his annual base salary was reduced from $1,143,127 to $500,000, effective May 1, 2024. His target MICP annual cash incentive award opportunity remained at 110%—but applied to the base salary actually paid to him in 2024. As noted above, Mr. Stanage retired as Executive Chairman on November 30, 2024. He did not receive any cash severance under the Executive Severance Policy in connection with his retirement.

  65. Our Compensation Best Practices

    | What We Do | | | | Annual Say-on-Pay vote | | | Pay for performance – 85% of Mr. Gentile’s target pay as of May 2024 was variable and at risk | | | Challenging performance targets under short- and long-term incentive programs | | | Multi-year vesting period for equity incentive awards | | | Caps on incentive payouts | | | Robust stock ownership guidelines – 6x base salary for CEO | | | Mandatory and discretionary clawback policies for executive officer incentive-based compensation |

  66. Our Compensation Best Practices

    | What We Don’t Do | | | | No excise tax gross-up under severance agreements or under our Executive Severance Policy | | | No repricing of any stock options, including underwater stock options, without stockholder approval | | | No dividends on PSAs or RSUs unless performance goals or time-based vesting conditions are met | | | No pledging, hedging or short selling by our directors or by any Hexcel employee, including executive officers | | | No excessive executive perquisites |

  67. Role of Compensation Committee, Compensation Consultant, Human Resources Department and Chief Executive Officer – Annual Review Process

    Role of Compensation Committee, Compensation Consultant, Human Resources Department and Chief Executive Officer – Annual Review Process Role of the Compensation Committee – The compensation committee is responsible for oversight of our compensation and benefit plans and programs. The compensation committee approves the compensation of our executive officers other than the Chief Executive Officer and recommends the compensation of the Chief Executive Officer for approval by the independent directors. In addition, the compensation committee annually reviews our compensation policies, practices and programs to determine whether they could result in financial, operational, legal or reputational risk to the company. As a result of its most recent review, the compensation committee concluded that any potential risks arising from our compensation policies, practices and programs are not reasonably likely to have a material adverse effect on the company. In reaching its conclusion, the compensation committee considered, among other factors, that in designing our compensation programs we use a number of approaches to mitigate excessive risk taking, including maximum award levels, the use of multiple financial measures with respect to the MICP and PSAs, multi-year vesting of equity awards, stock ownership guidelines, and our clawback policies. Role of Compensation Consultant – The compensation committee directly engaged Semler Brossy to provide advice with respect to its compensation decisions. From time to time, including in 2024, the compensation committee seeks the views of Semler Brossy on items such as incentive program design and market practices, including in respect of new officer hires. In response, Semler Brossy provides data analyses and market assessments, and prepares related reports. The compensation committee assessed the independence of Semler Brossy in accordance with NYSE listing standards and concluded that no conflicts of interest were raised in connection with Semler Brossy’s service as an independent consultant to the compensation committee. In reaching its conclusion, the compensation committee noted that Semler Brossy does not provide any other services to us. Role of our Human Resources Department – Our Human Resources Department provides statistical and other data to the compensation committee to assist it in reviewing compensation we provide to our executives. Role of our Chief Executive Officer – During the annual review process for 2024, which occurred prior to Mr. Gentile’s appointment as Chief Executive Officer and President, then-Chief Executive Officer and President Nick Stanage provided recommendations to the compensation committee as to the components of our executive officers’ compensation based on his evaluation of their performance. However, he did not make recommendations regarding his own compensation and was not present during compensation committee discussions regarding his compensation. While the compensation committee considered Mr. Stanage’s compensation recommendations for our other executive officers, the ultimate determinations regarding executive compensation were made by the compensation committee, subject, in the case of Mr. Stanage, to ratification by our independent directors. When Mr. Gentile was hired as the new Chief Executive Officer, the independent directors approved his compensation levels without input from Mr. Stanage.

  68. Peer Group

    Peer Group The principal source of comparative data with respect to our named executive officers, to the extent available, was proxy statement data for fourteen peer group companies, which was supplemented with survey data as described below. Our primary objective in constructing our peer group was to identify a group of similarly sized peers that represent a blend of companies manufacturing products similar to ours or companies that are suppliers to the aerospace industry, with a preference for companies that fit within both categories. To meet this objective as best as reasonably possible, we used the following criteria:

  69. Peer Group

    | ∎ | Industry Fit — We consider publicly traded United States companies that are: |

  70. Peer Group

    | • | in the same Global Industry Classification Standards (“GICS”) sub-industry designation as Hexcel (Aerospace and Defense); or |

  71. Peer Group

    | • | in a GICS sub-industry that manufactures products that are similar to ours. |

  72. Peer Group

    | ∎ | Size — We consider companies that: |

  73. Peer Group

    | • | have revenues in the range of 1/3 to three times our revenue; and |

  74. Peer Group

    | • | have a market capitalization in the range of 1/3 to three times our market capitalization. |

  75. Peer Group

    | ∎ | Other qualitative and quantitative factors that enable us to identify companies with similar talent, business and operational characteristics. |

  76. Peer Group

    | 30 | |

  77. Peer Group

    Several of the companies in our peer group do not satisfy all of the screening criteria. Nevertheless, we concluded that because those companies satisfied most of the criteria used in our selection process and possess meaningful business similarities, their continued inclusion in the peer group was appropriate. The peer group companies used in connection with the compensation committee’s assessment of competitive compensation in December 2023 for fiscal year 2024 compensation were the following:

  78. Peer Group

    | AAR Corp. | H.B. Fuller Company | | Albemarle Corporation | ITT Inc. | | AMETEK, Inc. | Moog Inc. | | Barnes Group Inc. | Spirit AeroSystems Holdings, Inc. | | Cabot Corporation | Teledyne Technologies Incorporated | | Crane Co. | Triumph Group, Inc. | | Curtiss-Wright Corporation | Woodward, Inc. |

  79. MICP Targets and Awards

    MICP Targets and Awards With regard to each of the MICP financial measures described above, an executive can receive an award only if a specified threshold level of performance is achieved; no award will be provided with respect to the financial measure if performance is below the threshold level. Once the threshold level of performance is achieved, the award can range from a minimum (threshold) of 50% to a maximum of 200% of the target award allocated to that performance measure.

  80. MICP Targets and Awards

    | | | Performance Measure | | | | Payout | Free Cash Flow(1) | Adjusted EBIT | | Threshold (80%) | 50% | $230.8 million | $208.2 million | | Target (100%) | 100% | $288.5 million | $260.3 million | | Max (120%) | 200% | $346.2 million | $312.4 million |

  81. Equity Awards

    Equity Awards Our equity awards are designed to promote achievement of long-term corporate goals, align the interests of our named executive officers with those of our stockholders and serve as an important element in our provision of compensation opportunities that are competitive with other companies seeking comparable executive talent.

  82. Equity Awards

    | 2025 PROXY STATEMENT | 33 |

  83. Equity Incentive Award Opportunity

    Equity Incentive Award Opportunity Similar to the process we use in determining the target award opportunity under the MICP, we base the named executive officers’ equity incentive compensation opportunity on a percentage of their salary, as indicated on the following table:

  84. Equity Incentive Award Opportunity

    | Name | Percentage of Salary(1) | | Thomas C. Gentile III | 440% | | Nick L. Stanage | 435% | | Patrick J. Winterlich | 190% | | Gail E. Lehman | 160% | | Thierry P. Merlot | 135% | | Philippe Chevrier | 120% |

  85. Equity Incentive Award Opportunity

    | (1) The equity incentive compensation opportunity for each of Mr. Winterlich and Mr. Merlot was increased by five percentage points year over year, and the equity incentive compensation opportunity for Mr. Chevrier was increased by ten percentage points year over year, in each case based on overall performance and the peer group data considered by the compensation committee. |

  86. Equity Awards Provided – Annual Grant Cycle

    Equity Awards Provided – Annual Grant Cycle Our equity incentive compensation for the annual grant cycle in 2024 consisted of NQOs, RSUs and PSAs. The percentage of the annual equity incentive compensation opportunity allocated to each type of equity award was as follows (the graph for the CEO position reflects the allocation of annual equity awards granted to each of Mr. Gentile and Mr. Stanage):

  87. Equity Awards Provided – Annual Grant Cycle

    | | |

  88. Equity Awards Provided – Annual Grant Cycle

    As in the past, neither Mr. Gentile nor Mr. Stanage in the position of Chief Executive Officer and President received RSUs in connection with the annual grant cycle to further increase the proportion of pay for performance elements for that position. In lieu of RSUs, during the annual grant cycle the Chief Executive Officer generally receives additional PSAs (the payment of which depends on the achievement of long-term goals). The graphs above do not reflect the following grants made in 2024, which were not issued in connection with company’s annual grant cycle: (i) for Mr. Gentile, the sign-on equity grant, and (ii) for Mr. Winterlich and Mr. Chevrier, the restricted stock units granted to them in July as retention awards. These awards are described in more detail under “CEO Transition – Compensation Decisions” and are therefore not included in the descriptions below.

  89. Equity Awards Provided – Annual Grant Cycle

    | 34 | |

  90. Nonqualified Stock Options

    Nonqualified Stock Options As noted above, 25% of the annual equity award opportunity (33.3% for the CEO position) was allocated to NQOs. Using a Black-Scholes methodology, we valued the stock options, which were granted on January 29, 2024, at $24.27 per share (Mr. Gentile’s annual award of NQOs was granted on July 22, 2024, at Black-Scholes value of $24.38 per share). As a result of this valuation, the named executive officers received the following number of NQOs during the 2024 annual grant cycle as set forth below:

  91. Nonqualified Stock Options

    | Name | Number of Shares Underlying NQOs | | Thomas C. Gentile III | 66,108 | | Nick L. Stanage | 68,295 | | Patrick J. Winterlich | 12,433 | | Gail E. Lehman | 8,524 | | Thierry P. Merlot | 6,744 | | Philippe Chevrier | 5,840 |

  92. Nonqualified Stock Options

    The options have an exercise price per share equal to the closing price per share of our common stock, as reported by the NYSE, on the date of grant and vest in equal increments on each of the first three anniversaries of the date of grant. The Summary Compensation Table reflects the aggregate grant date fair value of each named executive officer’s NQOs in the “Option Awards” column. See notes 4 and 5 to the Summary Compensation Table for further information.

  93. Restricted Stock Units

    Restricted Stock Units During the annual grant cycle, we awarded RSUs to each of the named executive officers other than the CEO (Mr. Gentile and Mr. Stanage). As noted above, RSUs were granted based upon 25% of the participating named executive officers’ total equity incentive compensation opportunity. We valued the RSUs in accordance with ASC 718, based upon the closing price per share of our common stock, as reported by the NYSE on the date of grant. Based upon this valuation, the named executive officers received the following number of RSUs during the 2024 annual grant cycle as set forth below:

  94. Restricted Stock Units

    | Name | Number of RSUs | | Patrick J. Winterlich | 4,519 | | Gail E. Lehman | 3,098 | | Thierry P. Merlot | 2,451 | | Philippe Chevrier | 2,122 |

  95. Restricted Stock Units

    One-third of these RSUs vest and are converted into an equivalent number of shares of our common stock on each of the first three anniversaries of the date of grant, except for RSUs granted to Mr. Merlot, a French national. In order to provide certain tax benefits under French law, the RSUs granted to Mr. Merlot vest and are converted with respect to two-thirds of the underlying shares on the second anniversary of the date of grant, and with respect to the remaining one-third of the underlying shares on the third anniversary of the date of grant. For our U.S. named executive officers, if and when cash dividends are declared on shares of our common stock, we provide dividend equivalents for each RSU then held by the grantee 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. Mr. Merlot’s RSUs do not accrue dividends for French tax law purposes.

  96. Performance Share Awards

    Performance Share Awards PSAs are designed to focus our executives’ efforts on specific long-term goals. Unlike our other equity awards, the actual number of shares, if any, ultimately awarded to a named executive officer is dependent upon our performance with respect to specified financial measures. For our U.S. named executive officers, if and when cash dividends are declared on shares of our common stock, we

  97. Performance Share Awards

    | 2025 PROXY STATEMENT | 35 |

  98. Performance Share Awards

    provide dividend equivalents for PSAs then held by the grantee equal to the cash dividend that we pay to holders of our common stock which vest and are paid in cash if and at the same time as the underlying PSAs to which they relate vest and are distributed. Mr. Merlot’s PSAs do not accrue dividends for French tax law purposes. As noted above, during the annual grant cycle, we allocated 50% of the annual equity incentive opportunity for each named executive officer other than Messrs. Gentile and Stanage to PSAs; for Messrs. Gentile and Stanage, we allocated 66.7% of their annual equity incentive award opportunity to PSAs. We determined the number of PSAs to be awarded assuming target performance and valued the PSAs based upon the closing price per share of our common stock, as reported by the NYSE on the date of grant. The per share price was equivalent to the fair value of the PSAs on the date of grant, determined in accordance with ASC 718. Based upon this valuation, the target number of shares underlying PSAs received by each of the named executive officers during the annual grant cycle is set forth below:

  99. Performance Share Awards

    | Name | Number of Shares Underlying PSAs at Target Performance | | Thomas C. Gentile III | 50,175 | | Nick L. Stanage | 49,649 | | Patrick J. Winterlich | 9,038 | | Gail E. Lehman | 6,197 | | Thierry P. Merlot | 4,903 | | Philippe Chevrier | 4,245 |

  100. Financial Measures Used in Connection with the PSAs

    | EPS Growth vs. S&P MidCap 400 | | | | Award Progression | Performance Percentile | Payout % | | Threshold | 40th | 50% | | Target | 55th | 100% | | Maximum | 75th | 200% |

  101. PSAs Granted in 2022

    | ROIC Percentage | | | | Award Progression | ROIC % | Payout % | | Threshold | 8.4% | 50% | | Target | 10.5% | 100% | | Maximum | 12.6% | 200% |

  102. PSAs Granted in 2022

    | EPS Growth vs. S&P MidCap 400 | | | | Award Progression | Performance Percentile | Payout % | | Threshold | 40th | 50% | | Target | 55th | 100% | | Maximum | 75th | 200% |

  103. PSAs Granted in 2022

    | Year 3 | Incremental Adjusted EBIT Leverage for 2024 – Weighting: 16.7% | | | | Award Progression | Leverage % | Payout % | | Threshold | 24.3% | 50% | | Target | 32.4% | 100% | | Maximum | 40.5% | 200% |

  104. PSAs Granted in 2022

    For purposes of the PSAs, our Incremental Adjusted EBIT Leverage for 2024 was 17.7%, which resulted in a payout percentage of 0%. Our EBIT Leverage for 2023 resulted in a payout percentage of 0%, and our EBIT Leverage for 2022 resulted in a payout percentage of 14.3%. The payout level for the entire 2022-2024 performance cycle was 14.3% of the target number of shares allocated to Incremental Adjusted EBIT. Payouts The weighted average payout percentage for the PSAs granted in 2022 was 82.0%, calculated as follows: ROIC % (25% x 70.7% payout) + Relative EPS Growth (25% x 200% payout) + Incremental Adjusted EBIT Leverage (16.6% x 86% payout) + (16.7% x 0% payout) + (16.7% x 0% payout) = 82.0% weighted average payout

  105. PSAs Granted in 2022

    | Name | Number of Shares Underlying PSAs at Target | Number of Accrued Cash Dividends at Target | Number of Shares Issued Upon Vesting (1) | Number of Accrued Cash Dividends Issued Upon Vesting | | Nick L. Stanage | 55,077 | $82,616 | 45,163 | $67,745 | | Patrick J. Winterlich | 7,654 | $11,481 | 6,276 | $9,414 | | Gail E. Lehman | 5,379 | $8,069 | 4,410 | $6,616 | | Thierry P. Merlot (2) | 4,353 | — | 3,569 | — |

  106. Equity Grant Practices

    Equity Grant Practices The company maintains an equity award policy that addresses the timing of awards of equity grants, including options, in relation to the disclosure of material nonpublic information. In accordance with that policy, equity awards, namely NQOs, RSUs and PSAs, are granted annually on the third full trading day after the financial results for the last completed fiscal year are released. Unless an exception is approved by the compensation committee, off-cycle equity awards are granted on the third full trading day after the financial results are released for a quarter. Furthermore, as a matter of practice, annual equity awards are approved by our compensation committee at the first meeting of the fiscal year and are granted on a predetermined schedule. The compensation committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the company does not time the release of material nonpublic information with reference to any equity award grant dates or for the purpose of affecting the value of executive compensation. We value RSUs and PSAs, and determine the exercise price for our NQOs, based on the closing price of our common stock on the date of grant. Our RSUs and NQOs vest in equal increments on the first three anniversaries of the date of grant, except for RSUs granted to our French employees, including Mr. Merlot. RSUs granted to Mr. Merlot vest as to two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third of the underlying shares on the third anniversary of the grant date for French tax law purposes. PSAs vest in the year following the performance period, after certification of performance results by the compensation committee. We believe that these vesting terms, together with award opportunities under our PSAs, provide our executives with a meaningful incentive for continued employment.

  107. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Under our Nonqualified Deferred Compensation Plan (the “NDCP”), eligible U.S.-based employees, including our named executive officers, may defer amounts of their cash compensation in excess of Internal Revenue Code limits applicable to our 401(k) Plan, referred to as “excess compensation.” We match 50% of a participant’s contributions to the NDCP, up to 6% of the participant’s excess compensation. We also provide the same fixed and profit-sharing contributions with respect to such excess contributions on the same basis as described above with respect to the 401(k) Plan. All participant and Hexcel contributions are fully vested at all times. Amounts credited to a participant’s account may be invested in a number of funds based upon the funds, other than the Hexcel stock fund, available under the 401(k) Plan. See “Executive Compensation – Nonqualified Deferred Compensation in 2024” on page 53 below for additional information.

  108. Severance Arrangements, Including Change of Control Provisions

    Severance Arrangements, Including Change of Control Provisions We have severance agreements with all of our U.S.-based named executive officers other than Mr. Stanage, whose severance terms are governed by our Executive Severance Policy, coupled with certain terms set forth in his offer of employment letter. We refer to all of the foregoing documents collectively as the “Severance Arrangements.” The Severance Arrangements generally provide payments and other benefits to a named executive officer if we terminate his or her employment for any reason other than disability or “cause” or if he or she terminates employment for “good reason”, with enhanced benefits if the termination occurs in connection with a change in control. See “Executive Compensation—Potential Payments Upon Termination or Change in Control” below for additional information. We believe that the Severance Arrangements promote management stability and encourage our named executive officers to focus their attention and energies on our business during potential periods of uncertainty. Absent such protections, there is an increased risk that executive officers will seek other employment opportunities if they become concerned about their employment security following or in anticipation of a change in control. We believe that the payments to be made under the Severance Arrangements provide some financial security to a named executive officer in the event that he or she is subject to a specified event of termination in the context of a change in control. Moreover, we believe the Severance Arrangements will facilitate a named executive officer’s support for a corporate transaction involving a change in control that is in the best interest of our stockholders, even though the transaction may have an effect on the named executive officer’s employment with us. We believe that these provisions, together with provisions calling for the lesser payments provided under the Severance Arrangements with respect to specified termination events outside of the context of a change in control, provide an important incentive for our named executive officers to remain with us. We have determined that no newly hired or promoted executive will be eligible for tax gross-up payments in connection with our change in control arrangements.

  109. Accelerated Vesting of Equity Awards in Connection with a Change in Control

    Accelerated Vesting of Equity Awards in Connection with a Change in Control Our equity awards provide that they will vest upon a change in control. This is a so-called “single trigger” vesting provision, in contrast to the “double trigger” provision applicable in our Severance Arrangements, which generally require both a change in control as well as a specified employment termination event before payment is made. In adopting the single trigger vesting provision for our equity awards, we considered, among other things, that because our equity awards represent a significant portion of total compensation, the single trigger would provide a strong incentive for executive retention and would provide executives with the same opportunity as stockholders to realize value in connection with the change in control. In this regard, we believe the provision will focus the attention of our executives in pursuing a transaction that is in the best interest of our stockholders.

  110. Accelerated Vesting of Equity Awards in Connection with a Change in Control

    | 42 | |

  111. Summary Compensation Table

    Summary Compensation Table

  112. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | Thomas C. Gentile III Chairman, CEO and President | 2024 | 736,339 | 250,000 | 4,228,232 | 2,611,707 | 1,543,960 | — | 224,898 | 9,595,136 | | Nick L. Stanage Former Executive Chairman and former Chairman, CEO and President | 2024 | 739,499 | — | 3,315,064 | 1,657,520 | 940,789 | 1,984,553 | 240,456 | 8,877,881 | | | 2023 | 1,099,161 | — | 3,187,522 | 1,593,774 | 1,741,071 | — | 216,275 | 7,837,803 | | | 2022 | 1,056,886 | — | 2,873,367 | 1,723,706 | 1,356,724 | 1,146,825 | 107,008 | 8,264,516 | | Patrick J. Winterlich EVP and CFO | 2024 | 635,269 | — | 1,870,301 | 301,749 | 689,013 | — | 111,483 | 3,607,815 | | | 2023 | 615,272 | — | 853,615 | 284,561 | 708,794 | — | 113,689 | 2,575,931 | | | 2022 | 591,608 | — | 665,533 | 399,260 | 517,805 | — | 64,920 | 2,239,126 | | Gail E. Lehman EVP, Chief Legal and Sustainability Officer, and Secretary | 2024 | 517,234 | — | 620,627 | 206,877 | 461,993 | — | 87,151 | 1,893,882 | | | 2023 | 499,743 | — | 599,574 | 199,895 | 467,759 | — | 81,578 | 1,848,549 | | | 2022 | 482,843 | — | 467,704 | 280,597 | 338,087 | — | 60,232 | 1,629,463 | | Thierry P. Merlot(9) President, Aerospace, Europe, Middle East, Africa and Asia Pacific & Industrial | 2024 | 485,009 | — | 491,026 | 163,677 | 433,211 | — | 119,460 | 1,692,383 | | | 2023 | 465,728 | — | 431,932 | 143,970 | 435,921 | — | 100,377 | 1,577,928 | | | 2022 | 432,227 | — | 378,493 | 227,054 | 302,645 | — | 85,226 | 1,425,645 | | Philippe Chevrier President, Americas & Global Fibers | 2024 | 487,404 | — | 1,068,525 | 141,737 | 414,700 | — | 54,890 | 2,167,256 | | | 2023 | 448,269 | 175,000 | 371,122 | 123,728 | 386,662 | — | 480,758 | 1,985,539 |

  113. Summary Compensation Table

    | (1) For 2024, salaries are prorated for Mr. Gentile and Mr. Stanage based on time in their respective roles. Salary for Mr. Stanage reflects his vacation payout in the amount of $69,231. Mr. Gentile was appointed Chief Executive Officer and President of the Company on May 1, 2024. On that date, Mr. Stanage transitioned from Chief Executive Officer and President to the position of Executive Chairman of the board until his retirement on November 30, 2024, at which time Mr. Gentile became Chairman, Chief Executive Officer and President of the company, effective December 5, 2024. Mr. Chevrier was appointed President, Aerospace, Americas on January 3, 2023, and President, Americas & Global Fibers on July 1, 2023 and he resigned from the company effective January 31, 2025. |

  114. Summary Compensation Table

    | (2) Includes sign-on bonus for Mr. Gentile when he was appointed to serve as Chief Executive Officer and President, and a sign-on bonus for Mr. Chevrier when he was appointed to serve as President, Aerospace, Americas & Global Fibers. |

  115. Summary Compensation Table

    | 46 | |

  116. Summary Compensation Table

    | (3) Includes the aggregate grant date fair value of RSUs and PSAs granted to the named executive officer during the years indicated, computed in accordance with ASC 718. These amounts do not correspond to the actual value that will be realized by the named executive officer. The amounts included for PSAs reflect the estimate of aggregate compensation cost to be recognized over the life of the PSAs, determined as of the grant date in accordance with ASC 718, but without giving effect to estimated forfeitures. The value of each PSA award at the grant date, assuming that (a) the target level of performance will be achieved and (b) the level of performance resulting in the maximum payout will be achieved, is as follows: |

  117. Summary Compensation Table

    | | 2024 Amount Included in Stock Awards | | 2023 Amount Included in Stock Awards | | 2022 Amount Included in Stock Awards | | | | Target | Maximum | Target | Maximum | Target | Maximum | | Thomas C. Gentile III | 3,228,259 | 6,456,518 | — | — | — | — | | Nick L. Stanage | 3,315,064 | 6,630,128 | 3,187,522 | 6,375,044 | 2,873,367 | 5,746,734 | | Patrick J. Winterlich | 603,467 | 1,206,934 | 569,100 | 1,138,200 | 399,309 | 798,618 | | Gail E. Lehman | 413,774 | 827,548 | 399,739 | 799,478 | 280,622 | 561,244 | | Thierry P. Merlot | 327,373 | 654,746 | 287,955 | 575,910 | 227,096 | 454,192 | | Philippe Chevrier | 283,439 | 566,878 | 247,438 | 494,876 | — | — |

  118. Summary Compensation Table

    | (4) For additional information regarding the assumptions made in calculating these amounts, see Note 13, “Stock-Based Compensation,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  119. Summary Compensation Table

    | (5) Includes the aggregate grant date fair value of all NQOs granted to the named executive officer during the year indicated, computed in accordance with ASC 718. These amounts do not necessarily correspond to the actual value that will be realized by the named executive officer. |

  120. Summary Compensation Table

    | (6) Reflects amounts earned under the MICP with respect to the indicated year. Pursuant to Mr. Gentile’s offer letter, his target opportunity under the MICP was not prorated based on his start date. |

  121. Summary Compensation Table

    | (7) For each year, represents the difference between the actuarial present value of the executive’s accumulated benefit under his retirement plan arrangement, as of December 31 of the indicated year and December 31 of the prior year. See “Pension Benefits in 2024” on page 52 for information regarding the pension arrangements applicable to Mr. Stanage. The actuarial present value of the pension benefit for Mr. Stanage decreased by $1,610,261 during 2023. Pursuant to SEC rules, we are not permitted to report negative changes in pension value in the Summary Compensation Table. Therefore, for 2023, his change in pension value is reported in the table above as $0. |

  122. Summary Compensation Table

    | The changes in pension value do not directly relate to the final potential payout and can vary significantly year-over-year based on: (a) changes in salary; (b) other one-time adjustments to salary; (c) actual age versus predicted age at retirement; (d) the discount rate used to determine present value of the benefit; and (e) other relevant factors. A decrease in the discount rate results in an increase in the present value of the accumulated benefit and an increase in the discount rate has the opposite effect. See Note 8, “Retirement and Other Postretirement Benefit Plans,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, and the pension benefits table under “Pension Benefits in 2024” on page 53 for a description of the interest rate and mortality assumptions. |

  123. Summary Compensation Table

    | (8) The amounts for our named executive officers in the “All Other Compensation” column for 2024 include the following: |

  124. Summary Compensation Table

    | Name | Hexcel Contributions to 401(k) Retirement Savings Plan ($) | Hexcel Contributions to Nonqualified Deferred Compensation Plan ($) | Premiums for Life, Long-Term Disability, and Accidental Death and Dismemberment Insurance ($) | Perquisites(a) ($) | | Thomas C. Gentile III | 16,757 | 31,281 | 5,495 | 171,365 | | Nick L. Stanage | 24,525 | 178,963 | 7,512 | 29,456 | | Patrick J. Winterlich | 27,482 | 76,965 | 7,036 | — | | Gail E. Lehman | 23,375 | 53,387 | 10,389 | — | | Thierry P. Merlot(b) | — | — | 4,126 | 115,334 | | Philippe Chevrier | 28,269 | 19,832 | 5,936 | 854 |

  125. Summary Compensation Table

    | (a) In connection with Mr. Gentile’s initial appointment as Chief Executive Officer and President on May 1, 2024, Mr. Gentile received relocation assistance of $35,413, primarily to cover the costs related to his relocation to Stamford, Connecticut, pursuant to the company’s employee relocation policy, and $23,594 in tax gross-ups related to those costs. In addition, the company agreed to reimburse Mr. Gentile $36,845 to cover his commuting costs from Wichita, Kansas to Stamford, Connecticut before his move to Stamford, Connecticut in October 2024 and |

  126. Summary Compensation Table

    | 2025 PROXY STATEMENT | 47 |

  127. Summary Compensation Table

    | $31,819 in tax gross-ups related to those costs. The company also agreed to reimburse Mr. Gentile for up to $30,000 for legal fees incurred in connection with the preparation and negotiation of this offer letter, severance agreement, and other related agreements, and $13,694 in tax gross-ups for those legal fees. Mr. Stanage received $17,865 of a company gift in recognition of his many years of service to the company and $11,591 in tax gross-ups for those gifts. Mr. Merlot receives an automobile allowance of $7,729. Hexcel also contributed $83,588 to a statutory pension benefit plan for Mr. Merlot. He also received $14,548 for a profit-sharing bonus and $9,469 for a holiday bonus as required under French regulations. |

  128. Summary Compensation Table

    | (b) Mr. Merlot received in 2022 a holiday bonus of $4,848, and in 2023 a holiday bonus of $7,982 and profit sharing of $8,116 under local programs and plans in France; but they were inadvertently omitted from his “All Other Compensation” for those years. Therefore, we have restated Mr. Merlot’s “All Other Compensation” and “Total” columns for 2022 and 2023 to reflect those additional amounts. |

  129. Summary Compensation Table

    | (9) For Mr. Merlot, the amounts in the “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns are paid or determined in the local currency, euros, and converted to an amount in U.S. dollars based on the exchange rate of 1.10 U.S. dollars per euro. Mr. Merlot’s salary in euros was €440,918 in 2024, his automobile allowance was €7,026, his pension contribution was €75,989, his premiums for life insurance were €3,751, his holiday bonus was €8,609, and his profit-sharing bonus was €13,225. |

  130. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  131. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date(3) | Approval Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas C. Gentile III | — | — | 605,000 | 1,210,000 | 2,420,000 | — | — | — | — | — | — | — | | | 07/22/2024 | 04/09/2024 | — | — | — | 25,087 | 50,175 | 100,350 | — | — | — | 3,228,260 | | | 07/22/2024 | 04/09/2024 | — | — | — | — | — | — | 15,542 | — | — | 999,972 | | | 07/22/2024 | 04/09/2024 | — | — | — | — | — | — | — | 66,108 | 64.34 | 1,611,713 | | | 07/22/2024 | 04/09/2024 | — | — | — | — | — | — | — | 41,017 | 64.34 | 999,994 | | Nick L. Stanage | — | — | 368,648 | 737,295 | 1,474,590 | — | — | — | — | — | — | — | | | 01/29/2024 | 01/17/2024 | — | — | — | 24,824 | 49,649 | 99,298 | — | — | — | 3,315,064 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | — | 68,295 | 66.77 | 1,657,520 | | Patrick J. Winterlich | — | — | 269,989 | 539,978 | 1,079,956 | — | — | — | — | — | — | — | | | 01/29/2024 | 01/17/2024 | — | — | — | 4,519 | 9,038 | 18,076 | — | — | — | 603,467 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | 4,519 | — | — | 301,734 | | | 07/22/2024 | 07/16/2024 | — | — | — | — | — | — | 15,000 | — | — | 965,100 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | — | 12,433 | 66.77 | 301,749 | | Gail E. Lehman | — | — | 181,032 | 362,063 | 724,126 | — | — | — | — | — | — | — | | | 01/29/2024 | 01/17/2024 | — | — | — | 3,098 | 6,197 | 12,394 | — | — | — | 413,774 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | 3,098 | — | — | 206,853 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | — | 8,524 | 66.77 | 206,877 | | Thierry P. Merlot | — | — | 169,753 | 339,506 | 679,012 | — | — | — | — | — | — | — | | | 01/29/2024 | 01/17/2024 | — | — | — | 2,451 | 4,903 | 9,806 | — | — | — | 327,373 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | 2,451 | — | — | 163,653 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | — | 6,744 | 66.77 | 163,677 |

  132. Grants of Plan-Based Awards in 2024

    | 48 | |

  133. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date(3) | Approval Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Philippe Chevrier | — | — | 162,500 | 325,000 | 650,000 | — | — | — | — | — | — | — | | | 01/29/2024 | 01/17/2024 | — | — | — | 2,122 | 4,245 | 8,490 | — | — | — | 283,439 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | 2,122 | — | — | 141,686 | | | 07/22/2024 | 07/16/2024 | — | — | — | — | — | — | 10,000 | — | — | 643,400 | | | 01/29/2024 | 01/17/2024 | — | — | — | — | — | — | — | 5,840 | 66.77 | 141,737 |

  134. Grants of Plan-Based Awards in 2024

    | (1) The amounts shown reflect the threshold, target and maximum payments the named executive officer was eligible to receive based on achievement with respect to performance goals under the MICP. The actual awards we paid for 2024 are shown in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. If the threshold performance for any financial measure under the MICP is not attained, no portion of the MICP award attributable to that measure is paid. More detail concerning the 2024 MICP financial performance measures is provided on pages 31-33. |

  135. Grants of Plan-Based Awards in 2024

    | (2) Reflects the number of shares of our common stock underlying PSAs granted under our 2013 Incentive Stock Plan (the “2013 ISP”) for the 2024-2026 performance period; the PSAs will convert into shares of common stock after a three-year performance period based on the level of achievement with respect to specified performance measures. No PSAs will convert with respect to a financial measure if a threshold level of performance is not achieved. The terms of the PSAs are described in more detail on pages 35-40. |

  136. Grants of Plan-Based Awards in 2024

    | (3) For our regular annual equity awards, the compensation committee approved a dollar value of the awards (as a percentage of salary) and the performance requirements for conversion of PSAs into shares of common stock at its meeting on January 17, 2024. In accordance with our equity grant policy, the grant date for the 2024 annual equity awards was January 29, 2024, the third trading day following the release of 2023 fourth quarter and year-end earnings. Annual and inducement grants for Mr. Gentile were approved on April 9, 2024, and granted on July 22, 2024. Retention RSU awards for Mr. Winterlich and Mr. Chevrier were approved on July 16, 2024 and granted on July 22, 2024. |

  137. Grants of Plan-Based Awards in 2024

    | (4) Reflects RSUs granted under the 2013 ISP. The RSUs granted on January 29, 2024 generally vest and convert into shares at the rate of one-third on each of the first three anniversaries of the grant date, except for the RSUs granted to Mr. Merlot, which will vest and convert at the rate of two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third of the underlying shares on the third anniversary of the grant date. The RSUs granted to Mr. Gentile on July 22, 2024 generally vest and convert to shares at the rate of one-third on each of the first three anniversaries of his start date of May 1, 2024. The RSUs granted to Mr. Winterlich and Mr. Chevrier on July 22, 2024 generally vest and convert into shares at the rate of one-third on each of the second, third and fourth anniversaries of the grant date. The terms of the RSUs are described in more detail on pages 34-35. |

  138. Grants of Plan-Based Awards in 2024

    | (5) Reflects NQOs granted under the 2013 ISP, which generally vest and become exercisable at the rate of one-third of the underlying shares on each of the first three anniversaries of the grant date. The NQO to purchase 41,017 shares granted to Mr. Gentile on July 22, 2024 generally vests and becomes exercisable at the rate of one-third on each of the first three anniversaries of his start date of May 1, 2024. The terms of the NQOs are described in more detail on pages 34-35. |

  139. Grants of Plan-Based Awards in 2024

    | (6) Reflects the grant date fair value of PSAs, RSUs and NQOs granted to the named executive officers in 2024, computed in accordance with ASC 718. Generally, the grant date fair value is equal to the amount that we will expense in our financial statements over the award’s vesting schedule, but without giving effect to estimated forfeitures. For RSUs, fair value is calculated using the closing price of our common stock on the grant date. For PSAs, fair value is calculated using the target number of shares of common stock subject to the PSA award and the closing price of our common stock on the grant date. For NQOs, fair value is calculated using the applicable Black-Scholes derived value on the grant date. For additional information on the valuation assumptions used in calculating the fair value of these instruments, see Note 13, “Stock-Based Compensation,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts, computed in accordance with ASC 718, do not necessarily correspond to the actual value that will be realized by the named executive officers. |

  140. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information on the holdings of outstanding stock options and unvested stock awards held by the named executive officers as of December 31, 2024:

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Thomas C. Gentile III | 07/22/2024 | — | 66,108 | — | 64.34 | 07/22/2034 | 15,542 | 974,483 | 50,175 | 3,145,973 | | | 07/22/2024 | — | 41,017 | — | 64.34 | 07/22/2034 | — | — | — | — | | Nick L. Stanage | 01/26/2016 | 64,812 | — | — | 41.71 | 01/26/2026 | — | — | — | — | | | 01/30/2017 | 61,204 | — | — | 50.50 | 01/30/2027 | — | — | — | — | | | 01/29/2018 | 50,121 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | | 01/28/2019 | 65,502 | — | — | 65.56 | 01/28/2029 | — | — | — | — | | | 02/06/2020 | 70,293 | — | — | 74.74 | 11/30/2029 | — | — | — | — | | | 01/28/2021 | 137,229 | — | — | 44.90 | 11/30/2029 | — | — | — | — | | | 01/31/2022 | 53,699 | 26,848 | — | 52.17 | 11/30/2029 | — | — | — | — | | | 01/30/2023 | 19,816 | 39,631 | — | 68.79 | 11/30/2029 | — | — | 46,337 | 2,905,330 | | | 01/29/2024 | — | 68,295 | — | 66.77 | 11/30/2029 | — | — | 49,649 | 3,112,992 | | Patrick J. Winterlich | 01/27/2015 | 3,348 | — | — | 43.96 | 01/27/2025 | — | — | — | — | | | 01/26/2016 | 3,413 | — | — | 41.71 | 01/26/2026 | — | — | — | — | | | 01/30/2017 | 3,700 | — | — | 50.50 | 01/30/2027 | — | — | — | — | | | 01/29/2018 | 9,159 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | | 01/28/2019 | 12,621 | — | — | 65.56 | 01/28/2029 | — | — | — | — | | | 02/06/2020 | 14,785 | — | — | 74.74 | 02/06/2030 | — | — | — | — | | | 01/28/2021 | 35,034 | — | — | 44.90 | 01/28/2031 | — | — | — | — | | | 01/31/2022 | 12,439 | 6,218 | — | 52.17 | 01/31/2032 | 1,700 | 106,590 | — | — | | | 01/30/2023 | 3,539 | 7,075 | — | 68.79 | 01/30/2033 | 2,757 | 172,864 | 8,273 | 518,717 | | | 01/29/2024 | — | 12,433 | — | 66.77 | 01/29/2034 | 4,519 | 283,341 | 9,038 | 566,683 | | | 07/22/2024 | — | — | — | — | — | 15,000 | 940,500 | — | — | | Gail E. Lehman | 01/29/2018 | 8,829 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | | 01/28/2019 | 10,441 | — | — | 65.56 | 01/28/2029 | — | — | — | — | | | 02/06/2020 | 10,855 | — | — | 74.74 | 02/06/2030 | — | — | — | — | | | 01/28/2021 | 25,078 | — | — | 44.90 | 01/28/2031 | — | — | — | — | | | 01/31/2022 | 8,742 | 4,370 | — | 52.17 | 01/31/2032 | 1,195 | 74,927 | — | — | | | 01/30/2023 | 2,486 | 4,970 | — | 68.79 | 01/30/2033 | 1,936 | 121,387 | 5,811 | 364,350 | | | 01/29/2024 | — | 8,524 | — | 66.77 | 01/29/2034 | 3,098 | 194,245 | 6,197 | 388,552 |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 50 | |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Thierry P. Merlot | 01/26/2016 | 5,397 | — | — | 41.71 | 01/26/2026 | — | — | — | — | | | 01/30/2017 | 6,340 | — | — | 50.50 | 01/30/2027 | — | — | — | — | | | 01/29/2018 | 5,610 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | | 01/28/2019 | 7,620 | — | — | 65.56 | 01/28/2029 | — | — | — | — | | | 10/24/2019 | — | — | — | — | — | 2,490 | 156,123 | — | — | | | 02/06/2020 | 8,045 | — | — | 74.74 | 02/06/2030 | — | — | — | — | | | 01/28/2021 | 19,312 | — | — | 44.90 | 01/28/2031 | — | — | — | — | | | 01/31/2022 | 7,074 | 3,536 | — | 52.17 | 01/31/2032 | 968 | 60,694 | — | — | | | 01/30/2023 | 1,791 | 3,579 | — | 68.79 | 01/30/2033 | 2,093 | 131,231 | 4,186 | 262,462 | | | 01/29/2024 | — | 6,744 | — | 66.77 | 01/29/2034 | 2,451 | 153,678 | 4,903 | 307,418 | | Philippe Chevrier | 01/30/2023 | 1,539 | 3,076 | — | 68.79 | 01/30/2033(5) | 1,198 | 75,115 | 3,597 | 225,532 | | | 01/29/2024 | — | 5,840 | — | 66.77 | 01/29/2034(5) | 2,122 | 133,049 | 4,245 | 266,162 | | | 07/22/2024 | — | — | — | — | — | 10,000 | 627,000 | — | — |

  144. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) All options listed in this table vest in equal increments on each of the first three anniversaries of the grant date (except for the option to purchase 41,017 shares granted to Mr. Gentile on July 22, 2024, which vests in equal installments on each of the first three anniversaries of his start date of May 1, 2024) and will expire on the tenth anniversary of the grant date. |

  145. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) This column includes: (i) unvested RSUs granted on January 31, 2022, January 30, 2023, January 29, 2024 under the 2013 ISP, which generally vest and convert into shares at the rate of one-third per year on each of the first three anniversaries of the grant date, except for grants made to Mr. Merlot, which generally vest and convert into shares as to two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date, (ii) in the case of Mr. Merlot, unvested RSUs granted on October 24, 2019 under the 2013 ISP, which vests and converts to shares as to 50% of the RSUs on the third anniversary of the grant date, and the remaining 50% of the RSUs on each of the fourth, fifth and sixth anniversaries of the grant date, (iii) in the case of Mr. Winterlich and Mr. Chevrier, unvested RSUs granted on July 22, 2024 under the 2013 ISP, which vest and convert into shares at the rate of one-third on each of the second, third and fourth anniversaries of the grant date; and (iv) in the case of Mr. Gentile, unvested RSUs granted on July 22, 2024 under the 2013 ISP, which generally vest and convert into shares at the rate of one-third per year on each of the first three anniversaries of his start date of May 1, 2024. For the RSUs, except those granted to Mr. Merlot, if and when cash dividends are declared on shares of our common stock, we provide dividend equivalents for each RSU then held by the grantee 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. Mr. Merlot’s RSUs do not accrue dividends for French tax law purposes. |

  146. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Market values were computed using a price of $62.70 per share, the closing price of Hexcel common stock on December 31, 2024, as reported by the NYSE. |

  147. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) This column reflects the shares that each named executive officer would receive based on the target award under outstanding PSAs granted in 2023 and 2024. If the PSA awards were to payout at maximum, the number of shares (and market value of such shares) outstanding as of December 31, 2024 with respect to unvested PSAs granted in 2023 and 2024, respectively, would be for Mr. Gentile: 100,350 shares ($6,291,945); Mr. Stanage: 92,674 shares ($5,810,660) and 99,298 shares ($6,225,985); Mr. Winterlich: 16,546 shares ($1,037,434) and 18,076 shares ($1,133,365); Ms. Lehman: 11,622 shares ($728,699) and 12,394 shares ($777,104); Mr. Merlot: 8,372 shares ($524,924) and 9,806 shares ($614,836); and Mr. Chevrier: 7,194 shares ($451,064) and 8,490 shares ($532,323). Each named executive officer will receive a number of shares of common stock based on the extent to which the performance criteria for the respective PSAs are attained. Any such shares into which the PSAs will convert will be received by the named executive officer in early 2026 for the PSAs granted in 2023 and early 2027 for the PSAs granted in 2024, in each case subject to continued employment through the end of the applicable three-year performance period. |

  148. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Mr. Chevrier’s vested options will expire on May 1, 2025, 90 days after his voluntary resignation effective January 31, 2025. |

  149. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 51 |

  150. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  151. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Thomas C. Gentile III | — | — | — | — | | Nick L. Stanage | 91,490 | 1,917,631 | 45,163 | 2,899,465 | | Patrick J. Winterlich | 2,345 | 56,163 | 12,497 | 822,245 | | Gail E. Lehman | — | — | 8,822 | 580,532 | | Thierry P. Merlot | 5,611 | 107,900 | 9,741 | 625,630 | | Philippe Chevrier | — | — | 600 | 39,906 |

  152. Option Exercises and Stock Vested in 2024

    | (1) The value realized is equal to the difference between the closing price per share of our common stock, as reported by the NYSE on the date of exercise, and the exercise price, multiplied by the number of shares underlying the options exercised. |

  153. Option Exercises and Stock Vested in 2024

    | (2) For named executive officers, reflects RSUs that vested during 2024. Also reflects the PSAs that vested on December 31, 2024 based on the level of achievement with respect to specified performance measures for the 2022-2024 performance period, as determined by the compensation committee in January 2025. For the RSUs and PSAs earned, except those granted to Mr. Merlot, if and when cash dividends are declared on shares of our common stock, we provide dividend equivalents for each RSU and PSA then held by the grantee equal to the cash dividend that we pay to holders of our common stock, which vest at the same time as the underlying RSUs and PSAs to which they relate and are paid in cash. |

  154. Option Exercises and Stock Vested in 2024

    | (3) The value realized is equal to the closing price per share of our common stock, as reported by the NYSE on the vesting date, multiplied by the number of RSUs vested. |

  155. Pension Benefits in 2024

    Pension Benefits in 2024 During 2024, Mr. Stanage participated in a Supplemental Executive Retirement Agreement entered into with the company (the “SERP”). The SERP provides for a retirement benefit intended to supplement Mr. Stanage’s retirement income from our 401(k) Plan and NDCP (described on page 41) and vested upon his completion of 60 months of continuous service with the company. The SERP includes the following provisions:

  156. Pension Benefits in 2024

    | ◾ | Upon Mr. Stanage’s retirement, he will receive a lump sum equal to the actuarial present value of the “Normal Retirement Benefit,” subject to a reduction to reflect the additional actuarial cost of Mr. Stanage’s benefit election for his designated beneficiary in the event he dies before receiving any benefits under the SERP, as described below, versus the default election available under the SERP. The SERP generally defines the “Normal Retirement Benefit” as a monthly benefit starting on the first of the month after his employment terminates and ending with the payment for the month in which his death occurs or, if later, after payment of 120 such payments (with any such payments after his death made to his beneficiary or his estate) in an amount equal to (a) the product of his “Final Average Pay” and the “Benefit Percentage” less (b) all contributions made by us for his account under our 401(k) Plan. |

  157. Pension Benefits in 2024

    | • | “Final Average Pay” generally equals Mr. Stanage’s average monthly compensation for the highest paid 36 months out of his final 120 months of employment, and includes salary and amounts earned under all management incentive or other bonus plans in which he participates. Any incentive pay or other bonus is deemed to be earned ratably over the period for which it was earned. |

  158. Pension Benefits in 2024

    | • | The “Benefit Percentage” is 7/30 of 1% for each month of service but will not increase further after age 65. |

  159. Pension Benefits in 2024

    | • | Contributions made by us for Mr. Stanage’s account under our 401(k) Plan are expressed as a monthly amount in the form of an actuarial equivalent 50% joint and survivor annuity, with 120 months of guaranteed payments starting at the date Mr. Stanage attains age 65, and assuming that our contributions earn interest at the rate of 6% from the date of the contribution until the date it is actually paid to Mr. Stanage. |

  160. Pension Benefits in 2024

    | ◾ | The SERP generally provides Mr. Stanage the ability to irrevocably elect to receive, in lieu of a lump sum payment with regard to a benefit described above, a monthly payment of such benefit, which will take effect twelve months after the date on which such election is made. If he makes such an election, the monthly benefit will start on the first of the month after the fifth anniversary of the date on which his employment terminates, and the amount of the monthly benefit will be actuarially adjusted to take into account that the first payment of the applicable benefit will not take place until the fifth anniversary of the date on which his employment terminates. |

  161. Pension Benefits in 2024

    | 52 | |

  162. Pension Benefits in 2024

    As noted above, Mr. Stanage retired on November 30, 2024, and he was entitled to the accrued benefits under his SERP.

  163. Pension Benefits Table

    Pension Benefits Table The table below shows the present value, as of December 31, 2024, of accumulated benefits payable to Mr. Stanage (the only named executive officer covered by defined benefit retirement arrangements) upon his retirement, as well as the number of years of service credited under his retirement arrangements. Mr. Merlot is eligible to receive a pension that is funded by our contributions and by Mr. Merlot’s, the value of which will be determined in accordance with French regulations at the time of his retirement.

  164. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Nick L. Stanage | Supplemental Executive Retirement Agreement | 14.17 | 15,571,021 | — |

  165. Pension Benefits Table

    | (1) The present value of accumulated benefit for Mr. Stanage was calculated using the same discount rate, lump sum conversion interest rate and mortality table assumptions as were used for financial reporting purposes at December 31, 2024. See footnote 7 to the Summary Compensation Table on page 47 for a description of factors affecting the difference between the actuarial present value of Mr. Stanage’s accumulated benefit under his SERP as of December 31 of the current year and December 31 of the prior year. |

  166. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 Under the NDCP, eligible U.S. employees, including our named executive officers, may defer amounts of their cash compensation in excess of Internal Revenue Code limits applicable to our 401(k) Plan, or “excess compensation.” We match 50% of a participant’s contributions to the NDCP, up to 6% of the participant’s excess compensation. We also provide the same fixed and profit-sharing contributions with respect to such excess contributions on the same basis as provided under our 401(k) Plan. See “Compensation Discussion and Analysis—Ongoing and Post-Employment Arrangements—Hexcel Corporation 401(k) Retirement Savings Plan” and “Nonqualified Deferred Compensation Plan” for additional information. All participant and Hexcel contributions are fully vested at all times. Amounts credited to a participant’s account may be invested in a number of funds based upon the funds available under our 401(k) Plan, other than the Hexcel stock fund. All of our NEOs, other than Mr. Merlot, participated in the NDCP in 2024. Mr. Merlot is not eligible to participate in the NDCP because he is not a U.S. employee.

  167. Nonqualified Deferred Compensation in 2024

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Thomas C. Gentile III | 44,254 | 31,281 | 2,855 | — | 73,391 | | Nick L. Stanage | 153,953 | 178,963 | 448,783 | — | 3,342,893 | | Patrick J. Winterlich | 101,511 | 76,965 | 50,998 | — | 611,992 | | Gail E. Lehman | 55,509 | 53,387 | 94,427 | — | 487,759 | | Philippe Chevrier | — | 19,832 | 1,943 | — | 27,859 |

  168. Nonqualified Deferred Compensation in 2024

    | (1) The amounts in this column are included in the “All Other Compensation” column in the Summary Compensation Table on page 46. |

  169. Nonqualified Deferred Compensation in 2024

    | (2) The aggregate annual earnings in 2024 are not reported in the Summary Compensation Table, as SEC rules provide that only above-market or preferential earnings be reported in that table. |

  170. Nonqualified Deferred Compensation in 2024

    | (3) The amounts in this column include aggregate contributions, if any, by the NEO and the Company to the NDCP that were reported as compensation in the Summary Compensation Table in previous years: Mr. Stanage, $1,734,617; Mr. Winterlich, $274,714; Ms. Lehman, $198,262; and Mr. Chevrier, $5,692. |

  171. Nonqualified Deferred Compensation in 2024

    | 2025 PROXY STATEMENT | 53 |

  172. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe payments and benefits that would be provided to our named executive officers upon several events of termination, including termination in connection with a change in control, assuming the termination event occurred on December 31, 2024. The information in this section does not include information related to:

  173. Potential Payments Upon Termination or Change in Control

    | ◾ | distributions under the NDCP. See “Nonqualified Deferred Compensation in 2024.” |

  174. Potential Payments Upon Termination or Change in Control

    | ◾ | RSUs, PSAs and shares underlying NQOs that vested prior to the termination event. |

  175. Potential Payments Upon Termination or Change in Control

    | ◾ | short-term incentive payments that would not be increased due to the termination event. |

  176. Potential Payments Upon Termination or Change in Control

    | ◾ | distributions to Mr. Stanage under his SERP other than incremental payments payable to Mr. Stanage that are addressed below. See “Pension Benefits in 2024.” |

  177. Potential Payments Upon Termination or Change in Control

    | ◾ | other payments and benefits provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including under our 401(k) Plan. |

  178. Potential Payments Upon Termination or Change in Control

    We have severance agreements with all of our currently employed named executive officers other than Mr. Stanage, whose severance terms are governed by our Executive Severance Policy, coupled with certain terms set forth in his offer of employment letter. We refer to all of the documents collectively as the “Severance Arrangements.” The Severance Arrangements are described below. The Severance Arrangements generally provide payments and other benefits to a named executive officer if we terminate his or her employment for any reason other than disability or “cause” (as defined in the Severance Arrangement related to the named executive officer) or if he or she terminates employment for “good reason” (also as defined in such Severance Arrangement). In circumstances related to a “change in control” or a “potential change in control” (each as defined in such Severance Arrangement), the payments are enhanced. With respect to the named executive officers, such payments and other benefits generally include a lump sum payment equal to the sum of, or a multiple of the sum of, annual base salary and average bonus under the MICP, as well as continued participation in all medical, dental, life insurance and other welfare and perquisite plans and programs in which the executive was participating on the date of termination (“Continued Participation Benefits”) for a specified period of time. These payments are further described below.

  179. PSAs

    PSAs

  180. PSAs

    | ◾ | Termination for Cause – the entire award is forfeited. |

  181. PSAs

    | ◾ | Termination by the company without cause, or due to disability or death, or by the named executive officer for good reason – the named executive officer is entitled to a pro rata award of common stock based on the portion of the performance period for which he or she was employed, and also based on the extent to which the performance target is attained. |

  182. PSAs

    | ◾ | Eligible Retirement – the named executive officer is entitled to receive the full award of common stock for the performance period, in each case determined based on the actual level of attainment of the applicable performance goal. |

  183. PSAs

    | ◾ | Change in Control – the award is paid out immediately, based on target performance. |

  184. PSAs

    An employee generally qualifies for retirement if, upon termination of employment for any reason other than for cause, he or she is age 65 or age 55 with five or more years of service with us. Our agreements relating to NQOs, RSUs and PSAs generally require that the employee comply with any obligation of confidentiality to us contained in any written agreement signed by the employee, and refrain from competing with us. The non-competition provision is substantially similar to that contained in the Severance Arrangements of our named executive officers described above. If the employee fails to comply with this requirement, then any outstanding equity grants are forfeited and the employee must deliver to the company

  185. PSAs

    | 56 | |

  186. PSAs

    the number of shares the employee received during the 180-day period immediately prior to the breach of the non-competition requirement, and if the employee sold any shares during this 180-day period, then the employee must deliver to the company the proceeds of such sales. These equity grants are also subject to the terms of the applicable plans under which they were issued, including terms that cover other possible grounds for forfeiture or recoupment of payments and gains, and terms under the plans providing for adjustments by the compensation committee upon specified events affecting the company.

  187. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    Potential Payments and Benefits Upon Termination of Employment on December 31, 2024 The table below describes the potential payments and benefits under the company’s compensation and benefit plans and arrangements to which the named executive officers employed by the company as of December 31, 2024 would be entitled upon termination of employment or a change in control (including a “potential change in control”) on December 31, 2024, exclusive of items described in the first paragraph under “Potential Payments Upon Termination or Change in Control”. However, such payments generally would not be provided in connection with a termination for cause. None of the payments or benefits reflected in the chart below would be payable solely in the event of a change in control without a subsequent termination, except for vesting and conversion of the equity awards for all named executive officers (and the related values) reflected below. As noted above, Mr. Stanage retired from the Company on November 30, 2024, and Mr. Chevrier resigned from the Company on January 31, 2025. Therefore, with respect to these two executives, the table below only reflects the actual payments and benefits they received upon “voluntary retirement”.

  188. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | | Cash Severance/ Payment at Death ($)(1) | Incremental Benefit under SERP ($)(2) | Benefits Continuation ($)(3) | Accelerated Vesting of Equity Awards (value based on 12/31/2024 share price) ($)(4) | Total Termination Benefits ($) | | Nick L. Stanage | | | | | | | Voluntary retirement | — | — | — | — | — | | Thomas C. Gentile III | | | | | | | Voluntary retirement | — | — | — | — | — | | Involuntary or good reason termination | 2,643,960 | — | 20,527 | 1,048,658 | 3,713,145 | | Involuntary or good reason termination after change in control | 5,287,920 | — | 34,212 | 4,120,456 | 9,442,588 | | Death | 3,000,000 | — | — | 2,023,141 | 5,023,141 | | Disability | — | — | — | 2,023,141 | 2,023,141 | | Patrick J. Winterlich | | | | | | | Voluntary retirement | — | — | — | — | — | | Involuntary or good reason termination | 1,273,806 | — | 20,910 | — | 1,294,716 | | Involuntary or good reason termination after change in control | 2,547,612 | — | 41,280 | — | 2,589,432 | | Death | 2,500,000 | — | — | — | 2,500,000 | | Disability | — | — | — | — | — | | Gail E. Lehman | | | | | | | Voluntary retirement | — | — | — | — | — | | Involuntary or good reason termination | 939,847 | — | 14,083 | — | 953,930 | | Involuntary or good reason termination after change in control | 1,879,695 | — | 28,166 | — | 1,907,860 | | Death | 2,500,000 | — | — | — | 2,500,000 | | Disability | — | — | — | — | — | | Philippe Chevrier | | | | | | | Voluntary retirement | — | — | — | — | — |

  189. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | 58 | |

  190. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | | Cash Severance/ Payment at Death ($)(1) | Non- Competition Payment ($)(5) | Benefits Continuation ($)(3) | Accelerated Vesting of Equity Awards (value based on 12/31/2024 share price) ($)(4) | Total Termination Benefits ($) | | Thierry P. Merlot(2)(6) | | | | | | | Voluntary retirement(7) | — | — | — | — | — | | Involuntary termination(8) | 1,653,636 | 919,430 | — | 156,123 | 2,729,189 | | Involuntary termination after change in control(8) | 1,653,636 | 919,430 | — | 156,123 | 2,729,189 | | Death(9) | — | — | — | — | — | | Disability(9) | — | — | — | — | — |

  191. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (1) Involuntary or good reason termination, with or without a change in control. For all named executive officers, represents the lump sum cash payment that would have been paid to the executive from an executive severance agreement (or the French CLA, in the case of Mr. Merlot). |

  192. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | Death. Represents the death benefit (assuming accidental death of the named executive officer) that would have been paid by the insurers under our executive life insurance and accidental death and dismemberment insurance policies. |

  193. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (2) Under the French CLA, Mr. Merlot does not receive any enhanced benefits as a result of any type of termination of employment or change in control other than an involuntary dismissal as indicated in the table entries respecting his involuntary termination. |

  194. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (3) Represents Hexcel’s share of the value of welfare/medical benefits for (a) one and one-half years (in the case of Mr. Gentile) or one year (in the case of Mr. Winterlich and Ms. Lehman), upon involuntary or good reason termination without a change in control, and (b) two and one-half years (in the case of Mr. Gentile), or two years (in the case of Mr. Winterlich and Ms. Lehman), in the event of involuntary or good reason termination following a change in control. Mr. Merlot does not receive any additional welfare/medical benefits in the event of any type of termination; however, he is entitled to benefits under the French CLA and unemployment insurance benefits. These benefits are paid by the French government and not by the company. |

  195. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (4) Reflects the value of equity awards that were unvested on December 31, 2024, and that would have vested as a result of the indicated type of termination of employment of the named executive officer. The value of equity awards is not included for Mr. Merlot (other than his October 2019 RSU grant), or for Mr. Winterlich and Ms. Lehman, because each of them was retirement eligible under the terms of the equity awards on December 31, 2024 and could have received the equity award immediately or in accordance with the schedule set forth in the applicable award agreement after retirement. |

  196. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (5) Assumes that the company will provide a payment to Mr. Merlot in respect of his not competing with the company for a period of one year following employment termination. We may elect to release Mr. Merlot from the non-competition obligation, in which case no payment would be due to him. |

  197. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (6) For Mr. Merlot, the amounts in this chart are paid or determined in the local currency, the euro, and converted to U.S. dollars at an exchange rate of 1.10 U.S. dollars per euro. |

  198. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (7) As of December 31, 2024, Mr. Merlot was not retirement eligible under the French CLA. |

  199. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (8) Represents the payment upon dismissal due to Mr. Merlot under the French CLA. |

  200. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | (9) Mr. Merlot does not receive any additional benefits upon death or disability beyond the coverage provided by the French CLA or French insurance, which benefits are not paid by the company. |

  201. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    | 2025 PROXY STATEMENT | 59 |

  202. Potential Payments and Benefits Upon Termination of Employment on December 31, 2024

    PROPOSAL 2—ADVISORY APPROVAL OF THE COMPANY’S 2024 EXECUTIVE COMPENSATION

  203. CEO PAY RATIO

    CEO PAY RATIO As required by SEC regulations, we are providing the following pay ratio information with respect to our last completed fiscal year, as a reasonable estimate calculated in a manner consistent with SEC regulations. In determining the CEO pay ratio for fiscal 2024, we identified the median employee from our global employee population as of December 31, 2023, as in prior years, based on annual salary, including all differentials, on-call, vacation, sick and overtime pay, with the compensation paid to non-U.S. employees converted to U.S. dollars using the applicable exchange rate in effect on December 31, 2023. As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the 2024 pay ratio disclosure. In accordance with SEC rules, we determined that there were no changes to the employee population or compensation arrangements in 2024 that would be significant to the pay ratio calculation. Therefore, for purposes of the 2024 calculations, we continued to use the same median employee that we identified in 2023. For our 2024 fiscal year, our median employee’s annual total compensation was $72,055, calculated in the same manner that we calculated the annual total compensation of our CEO (i.e., including items such as the value of stock and option awards, as well as retirement and benefit plans, to the extent applicable). Mr. Gentile’s 2024 annual total compensation was $9,595,136, as reported in the Summary Compensation Table on page 46, but with his base salary and company contributions annualized in accordance with Item 402(u) of Regulation S-K, his 2024 total compensation was $10,027,474. Therefore, our CEO to median employee pay ratio for fiscal year 2024 was 139 to 1.

  204. CEO PAY RATIO

    | 2025 PROXY STATEMENT | 61 |

  205. CEO PAY RATIO

    The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S - K, which require that we, among other things, report the amount of “compensation actually paid” (“CAP”) to our named executive officers for the last four fiscal years and compare those amounts to certain mandated performance metrics. The values shown below under the header “compensation actually paid” is calculated in accordance with applicable SEC rules and does not reflect the actual amount of compensation earned by or paid to our named executive officers during each covered fiscal year. Our compensation philosophy is to deliver pay for performance. We seek to provide a level of performance that creates sustainable value for our stockholders by generating short-term results while also making investments designed to increase profitability over the long term. Please refer to the “Compensation Discussion and Analysis” section of this proxy statement for details regarding how the compensation committee links the compensation paid to our named executive officers to our company performance.

  206. CEO PAY RATIO

    | | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total for CEO T. Gentile | $— | $— | $— | $— | $9,595,136 | | Summary Compensation Table Total for CEO N. Stanage | $7,953,938 | $9,781,885 | $8,264,516 | $7,837,803 | $8,877,881 | | Compensation Actually Paid to CEO T. Gentile (1) | $— | $— | $— | $— | $9,462,083 | | Compensation Actually Paid to CEO N. Stanage (1) | $1,192,237 | $11,352,428 | $8,812,434 | $13,210,593 | $4,019,720 | | Average Summary Compensation Table Total for Non-CEO NEOs | $1,599,412 | $2,131,482 | $1,546,724 | $1,996,987 | $2,340,334 | | Average Compensation Actually Paid to Non-CEO NEOs (2) | $680,043 | $2,297,873 | $1,787,711 | $2,435,042 | $1,936,437 | | Value of Initial Fixed $100 Investment Based On: | | | | | | | Total Shareholder Return (3) | $66.30 | $70.82 | $81.02 | $102.28 | $87.77 | | Peer Group Total Shareholder Return (3) | $106.45 | $109.35 | $104.16 | $129.25 | $159.71 | | Net Income (4) (millions) | $31.7 | $16.1 | $126.3 | $105.7 | $132.1 | | Company-Selected Measure (Adjusted EBIT) (5) (millions) | $73.3 | $70.9 | $165.0 | $217.6 | $237.7 |

  207. CEO PAY RATIO

    | (1) As required by applicable SEC rules, CAP was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the “Stock Awards” column of the SCT (“Stock Awards”), (ii) subtracting the grant date fair value of option awards reported in the “Option Awards” column of the SCT (“Option Awards”), (iii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT (“Change in Pension Value”), (iv) adding the change in fair value of stock and option awards for the applicable year, and (v) adding the service cost and prior service cost for all defined benefit plans for the applicable year. |

  208. CEO PAY RATIO

    | Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and assuming the probable level of achievement for performance-based awards as of the end of the covered fiscal year. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under generally accepted accounting principles. |

  209. CEO PAY RATIO

    | 62 | |

  210. CEO PAY RATIO

    | The following is a reconciliation of the SCT total and the CAP for the CEO for each of the covered fiscal years. Mr. Stanage is included as the CEO for each of the years reported in the table above, including for 2024, and Mr. Gentile is included as the CEO only for 2024. |

  211. CEO PAY RATIO

    | Chief Executive Officer | | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 N. Stanage | 2024 T. Gentile | | SCT Total | $7,953,938 | $9,781,885 | $8,264,516 | $7,837,803 | $8,877,881 | $9,595,136 | | Subtract: Grant Date Fair Value of Stock Awards and Option Awards Granted Each Year as Disclosed in the SCT | $(4,420,348) | $(6,630,904) | $(4,597,073) | $(4,781,296) | $(4,972,583) | $(6,839,938) | | Subtract: Change in Pension Value as Disclosed Each Year in the SCT | $(2,365,446) | $(929,331) | $(1,146,825) | $— | $(1,984,553) | $— | | Add: Change in Fair Value of Stock Awards and Option Awards | $(1,066,366) | $8,175,270 | $4,881,098 | $8,981,377 | $2,098,976 | $6,706,886 | | Add: Service and Prior Service Cost for Pension Plans | $1,090,459 | $955,508 | $1,410,718 | $1,172,709 | $— | $— | | CAP for Chief Executive Officer | $1,192,237 | $11,352,428 | $8,812,434 | $13,210,593 | $4,019,720 | $9,462,083 | | CEO: Change in Fair Value of Stock and Option Awards | | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 N. Stanage | 2024 T. Gentile | | Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | $2,551,099 | $8,621,521 | $5,233,909 | $5,019,432 | $4,670,801 | $6,687,171 | | Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During the Covered Fiscal Year | $— | $— | $— | $— | $— | $— | | Year-over-Year Increase or Decrease in Fair Value for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year | $(1,385,174) | $206,852 | $254,444 | $1,286,770 | $(1,114,651) | $— | | Increase or Decrease in Fair Value of Stock Awards and Option Awards Granted in Prior Years that Vested in the Covered Fiscal Year | $(2,232,290) | $(653,103) | $(666,206) | $2,519,366 | $(1,620,550) | $— | | Adjustments for Stock Awards that Failed to Meet Performance Conditions | $— | $— | $— | $— | $— | $— | | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | $— | $— | $58,951 | $155,809 | $163,376 | $19,715 | | Total Change in Fair Value of Stock Awards and Option Awards Included in CAP | $(1,066,366) | $8,175,270 | $4,881,098 | $8,981,377 | $2,098,976 | $6,706,886 | | CEO: Pension Plan Adjustment | | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 N. Stanage | 2024 T. Gentile | | Service Cost | $1,090,459 | $955,508 | $1,210,933 | $1,172,709 | $— | $— | | Prior Service Cost | $— | $— | $199,785 | $— | $— | $— | | Total Service and Prior Service Cost for Pension Plans | $1,090,459 | $955,508 | $1,410,718 | $1,172,709 | $— | $— |

  212. CEO PAY RATIO

    | 2025 PROXY STATEMENT | 63 |

  213. CEO PAY RATIO

    | (2) CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for each of the applicable years. The non-CEO named executive officers included in the average for each covered fiscal year were: |

  214. CEO PAY RATIO

    2023 and 2024: Patrick J. Winterlich, Gail E. Lehman, Thierry P. Merlot, and Philippe Chevrier 2022: Patrick J. Winterlich, Gail E. Lehman, Thierry P. Merlot, Gina Fitzsimons, Robert G. Hennemuth, and Colleen Pritchett 2021: Patrick J. Winterlich, Robert G. Hennemuth, Gail E. Lehman, and Thierry P. Merlot 2020: Patrick J. Winterlich, Robert G. Hennemuth, Gail E. Lehman, Colleen Pritchett, and Brett Schneider

  215. CEO PAY RATIO

    | Other Named Executive Officers | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | Average SCT Total | $1,599,412 | $2,131,482 | $1,546,724 | $1,996,987 | $2,340,334 | | Subtract: Average Grant Date Fair Value of Stock Awards and Option Awards Granted Each Year as Disclosed in the SCT | $(950,232) | $(1,249,923) | $(651,500) | $(752,099) | $(1,216,130) | | Subtract: Average Change in Pension Value as Disclosed Each Year in the SCT | $(87,103) | $(25,942) | $— | $— | $— | | Add: Average Change in Fair Value of Stock Awards and Option Awards | $88,916 | $1,406,568 | $886,211 | $1,190,154 | $812,233 | | Add: Average Service and Prior Service Cost for Pension Plans | $29,050 | $35,688 | $6,276 | $— | $— | | Average CAP for Other Named Executive Officers | $680,043 | $2,297,873 | $1,787,711 | $2,435,042 | $1,936,437 | | Other Named Executive Officers: Average Change in Fair Value of Stock and Option Awards | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | Year-End Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Remained Unvested at the End of the Covered Fiscal Year | $564,376 | $1,553,051 | $712,798 | $793,750 | $1,156,424 | | Fair Value of Stock Awards and Option Awards Granted in Covered Fiscal Year that Vested During the Covered Fiscal Year | $— | $— | $— | $— | $— | | Year-over-Year Increase or Decrease in Fair Value for Stock Awards and Option Awards Granted in Prior Years that Remained Unvested at the End of the Covered Fiscal Year | $(273,263) | $(75,353) | $291,392 | $108,155 | $(250,026) | | Increase or Decrease in Fair Value of Stock Awards and Option Awards Granted in Prior Years that Vested in the Covered Fiscal Year | $(167,942) | $(71,130) | $(42,922) | $274,028 | $(112,878) | | Adjustments for Stock Awards that Failed to Meet Performance Conditions | $(34,255) | $— | $(82,136) | $— | $— | | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | $— | $— | $7,078 | $14,221 | $18,713 | | Total Average Change in Fair Value of Stock Awards and Option Awards Included in CAP | $88,916 | $1,406,568 | $886,211 | $1,190,154 | $812,233 | | Other Named Executive Officers: Average Pension Plan Adjustment | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | | Average Service Cost | $29,050 | $35,688 | $6,276 | $— | $— | | Average Prior Service Cost | $— | $— | $— | $— | $— | | Total Average Service and Prior Service Cost for Pension Plans | $29,050 | $35,688 | $6,276 | $— | $— |

  216. CEO PAY RATIO

    | 64 | |

  217. CEO PAY RATIO

    | (3) The company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock during the period commencing on December 31, 2019 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. The company TSR in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the S&P Aerospace & Defense Select Industry Index during the period commencing on December 31, 2019 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. |

  218. CEO PAY RATIO

    | (4) Reflects net income for the covered fiscal year, as reported in our Annual Report on Form 10-K for such year. |

  219. CEO PAY RATIO

    | (5) The following table provides a list of the most important financial performance measures used by us to link CAP to company performance for the most recently completed fiscal year: |

  220. CEO PAY RATIO

    | Tabular List | | Adjusted EBIT | | Free Cash Flow | | Return on Invested Capital (ROIC) |

  221. CEO PAY RATIO

    | Of the goals listed above, we consider Adjusted EBIT to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to company performance and therefore included it as the Company-Selected Measure in the table above. For the definition of Adjusted EBIT, please see page 32 of this proxy statement. |

  222. CEO PAY RATIO

    Required Supplemental Graphs Showing Relationship Between: