DEF 14A of Hexcel Corp /De/, Apr 1, 2026

DEF 14A of Hexcel Corp /De/

Filed Apr 1, 2026 · FY20250001193125-26-135884

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | | | | Thomas C. Gentile III | James J. Cannon | Cynthia M. Egnotovich | | Director Since 2024 | Director Since 2024 | Director Since 2015 | | | | | | Guy C. Hachey | Dr. Patricia A. Hubbard | Neal J. Keating | | Director Since 2014 | Director Since 2024 | Director Since 2026 | | | | | | David H. Li | Nick L. Stanage | Catherine A. Suever | | Director Since 2025 | Director Since 2013 | Director Since 2018 |

  3. Our Director Nominees

    | 2026 PROXY STATEMENT | iii |

  4. 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.

  5. Information Regarding the Director Nominees

    Information Regarding the Director Nominees Nine of our ten current directors have been nominated for election to the board at the Annual Meeting. Jeffrey C. Campbell previously informed the board of his intention not to stand for reelection at the Annual Meeting. Neal J. Keating was appointed to the board on March 3, 2026 to serve as a director until the Annual Meeting and until his successor is duly elected and qualified. Mr. Keating will be standing for election by the company's stockholders for the first time at the Annual Meeting. Accordingly, effective as of the date of the Annual Meeting, the size of the board will decrease from ten to nine. Proxies cannot be voted for a greater number of persons than the number of nominees named. In determining to nominate the nine director nominees for election at the Annual Meeting, 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 described on page 2 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.

  6. Information Regarding the Director Nominees

    | 2026 PROXY STATEMENT | 1 |

  7. Director Nominees Skills and Experience and Board Committees

    Director Nominees Skills and Experience and Board Committees

  8. Director Nominees Skills and Experience and Board Committees

    | Director Skills and Experience | | | | | | | | | | | Executive Leadership Experience in senior leadership at a large scale or global operation | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Literacy An understanding of financial statements and financial reporting processes | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Experience with public company governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Industry Experience Expertise in the company's industries and end markets it serves | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business Experience with operations and business strategy outside the U.S. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Strategy & Marketing Experience in or management responsibility for developing business or marketing strategies | ● | ● | ● | ● | ● | ● | ● | ● | | | Manufacturing & Operations Experience with complex manufacturing/operations | ● | ● | ● | ● | | ● | ● | ● | | | Technology & Innovation Experience in research and development, engineering, science, digital media or technology | ● | ● | | | ● | | ● | ● | | | Sustainability Experience overseeing environmental, social and other sustainability initiatives | ● | | ● | | ● | | | ● | | | Committees* | | | | | | | | | | | Audit | | | ● | | | ● | | | Chair | | Compensation | | ● | | Chair | | | ● | | ● | | Nominating, Governance & Sustainability | | | Chair | ● | ● | | | | |

  9. Director Nominees Skills and Experience and Board Committees

    * effective May 14, 2026

  10. Director Nominees Skills and Experience and Board Committees

    | 2 | |

  11. Thomas C. Gentile III

    Thomas C. Gentile III

  12. Thomas C. Gentile III

    | Chairman, Chief Executive Officer and President, Hexcel Corporation Age: 61 Director Since: 2024 Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations ▪ Technology & Innovation ▪ Sustainability | 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 ▪ Aerospace Industries Association Executive Committee Member and U.S. Chamber of Commerce Board Member ▪ 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 and as President of Wings Club Foundation Former Public Company Directorships ▪ Spirit AeroSystems Holdings, Inc. (2016-2023) ▪ Synchrony Financial (May 2015-November 2015) 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 |

  13. Thomas C. Gentile III

    | 2026 PROXY STATEMENT | 3 |

  14. James J. Cannon

    James J. Cannon

  15. James J. Cannon

    | President and Chief Executive Officer, Micross Components, Inc. Age: 55 Director Since: 2024 Committee: Compensation Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations ▪ Technology & Innovation | Career Highlights ▪ President and Chief Executive Officer of Micross Components, Inc., a microelectronic component manufacturer and supplier, since March 2026 ▪ Former President and Chief Executive Officer and current Chairman of AM General LLC, a heavy vehicle and contract automotive manufacturer (September 2021-March 2026); previously served as 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 and as a current Board Member of the Association of the U.S. Army 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 |

  16. James J. Cannon

    | 4 | |

  17. Cynthia M. Egnotovich

    Cynthia M. Egnotovich

  18. Cynthia M. Egnotovich

    | Retired President, Aerospace Systems Customer Service, United Technologies Corporation Age: 68 Director Since: 2015 Committees: Audit; Nominating, Governance and Sustainability (Chair) Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations ▪ Sustainability | 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 Former Public Company Directorships ▪ The Manitowoc Company (2008-2016) ▪ Welbilt, Inc. (2016-2022) ▪ Triumph Group, Inc., (2022-2025) 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, including oversight of sustainability strategy, and knowledge of the company’s operations, customers and product base |

  19. Cynthia M. Egnotovich

    | 2026 PROXY STATEMENT | 5 |

  20. Guy C. Hachey

    Guy C. Hachey

  21. Guy C. Hachey

    | Retired President and Chief Operating Officer, Bombardier Aerospace, Inc. Age: 70 Director Since: 2014 Committees: Compensation (Chair); Nominating, Governance and Sustainability Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations | 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 Other Current Public Company Directorships ▪ Melrose Industries PLC, since August 2025 (remuneration committee; nomination committee; audit committee) 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 and knowledge of the company’s operations, customers and product base |

  22. Guy C. Hachey

    | 6 | |

  23. Dr. Patricia A. Hubbard

    Dr. Patricia A. Hubbard

  24. Dr. Patricia A. Hubbard

    | Senior Vice President and Chief Technology Officer, Cabot Corporation Age: 59 Director Since: 2024 Committee: Nominating, Governance and Sustainability Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Technology & Innovation ▪ 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-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 |

  25. Dr. Patricia A. Hubbard

    | 2026 PROXY STATEMENT | 7 |

  26. Neal J. Keating

    Neal J. Keating

  27. Neal J. Keating

    | Retired Chairman, Chief Executive Officer and President, Kaman Corporation Age: 70 Director Since: 2026 Committee: Audit Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations | Career Highlights ▪ Former Chairman, Chief Executive Officer and President of Kaman Corporation, a formerly publicly traded aerospace and industrial distribution firm (January 2008-August 2020) and subsequently as Executive Chairman until April 2021 ▪ Prior leadership roles as Chief Operating Officer of Hughes Supply, a $5.4 billion industrial distributor, and as Chief Executive Officer of GKN Aerospace, a $1 billion aerospace subsidiary of GKN plc. Other Current Public Company Directorships ▪ Hubbell Incorporated, since 2010 (compensation committee; executive committee; nominating and corporate governance committee) Former Public Company Directorships ▪ Triumph Group, Inc. (2022-2025) ▪ Barnes Group Inc. (2023-2025) ▪ Kaman Corporation (2007-2021) Core Competencies: ▪ Extensive experience in the aerospace industry, including aviation innovation, and the industrial distribution industry ▪ Significant experience in senior executive leadership overseeing and assessing the performance of companies, as well as their accountants, and strong background in international operations, distribution, and mergers and acquisitions ▪ In-depth public company governance experience, including overseeing executive compensation |

  28. Neal J. Keating

    | 8 | |

  29. David H. Li

    David H. Li

  30. David H. Li

    | Chief Executive Officer and President, Ingevity Corporation Age: 53 Director Since: 2025 Committee: Compensation Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations ▪ Technology & Innovation | Career Highlights ▪ Chief Executive Officer and President of Ingevity Corporation, a specialty chemicals and performance materials company, since April 2025 ▪ 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 ▪ Ingevity Corporation, since April 2025 Former Public Company Directorships ▪ CMC Materials, Inc. (2015-2022) ▪ Maxeon Solar Technologies (2023-2025) 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 |

  31. David H. Li

    | 2026 PROXY STATEMENT | 9 |

  32. Nick L. Stanage

    Nick L. Stanage

  33. Nick L. Stanage

    | Retired Chairman, Chief Executive Officer and President, Hexcel Corporation Age: 67 Director Since: 2013 Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business ▪ Strategy & Marketing ▪ Manufacturing & Operations ▪ Technology & Innovation ▪ Sustainability | 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 ▪ Serves as a member of the Western Michigan University College of Engineering & Applied Science Industry Advisory Board Other Current Public Company Directorships ▪ TriMas Corporation, since November 2013 (compensation committee; governance and nominating committee) ▪ Huntington Ingalls Industries, Inc., since July 2025 (audit committee; governance and policy 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 |

  34. Nick L. Stanage

    | 10 | |

  35. Catherine A. Suever

    Catherine A. Suever

  36. Catherine A. Suever

    | Retired Executive Vice President – Finance and Administration and Chief Financial Officer, Parker-Hannifin Corporation Age: 67 Director Since: 2018 Committees: Audit (Chair); Compensation Skills and Experience: ▪ Executive Leadership ▪ Financial Literacy ▪ Public Company ▪ Industry Experience ▪ Global Business | 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 |

  37. Catherine A. Suever

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

  38. Catherine A. Suever

    | 2026 PROXY STATEMENT | 11 |

  39. Director Compensation in 2025

    Director Compensation in 2025 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.

  40. Director Compensation in 2025

    | 2026 PROXY STATEMENT | 21 |

  41. Director Compensation in 2025

    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 2025, and after considering the advice of its independent compensation consultant about market practices and pay levels, the compensation committee did not recommend any changes to the non-employee director compensation program, determining it was competitive compared to our peer group. The non-employee director cash compensation program provides for the following: ▪ $88,000 for the annual cash retainer; ▪ $30,000 for the lead director; ▪ $10,000 for each member of the audit committee; ▪ $7,500 for each member of the compensation committee; and ▪ $7,500 for each member of the nominating, governance and sustainability committee. In addition, each committee chair receives the following annual compensation: ▪ $12,500 for the audit committee chair; ▪ $7,500 for the compensation committee chair; and ▪ $7,500 for the nominating, governance and sustainability committee chair. Under our non-employee director compensation program, each non-employee director is permitted to elect to receive RSUs in lieu of his or her annual cash retainer (“Retainer RSUs”). 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 2025 was $140,000. Annual RSUs granted in 2025 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. Our stock ownership guidelines, which are described on page 47, apply to non-employee directors, as well as executive officers. As of the last ownership testing date, December 31, 2025, 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, 2025:

  42. Director Compensation in 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jeffrey C. Campbell(4) | 137,549 | 139,974 | 277,523 | | James J. Cannon | 95,500 | 139,974 | 235,474 | | Cynthia M. Egnotovich | 113,000 | 139,974 | 252,974 | | Thomas A. Gendron(5) | 33,845 | — | 33,845 | | Guy C. Hachey | 110,500 | 139,974 | 250,474 | | Dr. Patricia A. Hubbard | 95,392 | 139,974 | 235,366 | | David H. Li(4) | 92,734 | 186,674 | 279,408 | | Nick L. Stanage | 95,495 | 139,974 | 235,469 | | Catherine A. Suever(4) | 115,951 | 139,974 | 255,925 |

  43. Director Compensation in 2025

    | (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 and Mr. Li, who each elected to receive Retainer RSUs in lieu of their annual cash retainer for 2025. On January 10, 2025, April 4, |

  44. Director Compensation in 2025

    | 22 | |

  45. Director Compensation in 2025

    | 2025, July 11, 2025, and October 3, 2025, Dr. Hubbard and Mr. Li were each issued 341, 457, 373, and 340 Retainer RSUs in lieu of their quarterly retainer payments, having a grant date fair value per Retainer RSU granted of $64.37, $48.14, $58.84 and $64.69, 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, 2025. | | (2) The grant date fair value of each Annual RSU granted to directors on May 8, 2025 was $51.90, computed in accordance with ASC 718. | | (3) As of December 31, 2025, each of our non-employee directors held 2,697 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 2025 Annual Meeting have either been converted into common stock or are subject to a director election to defer conversion. Each then-current director (other than Mr. Li, Mr. Stanage and Ms. Suever) elected to defer conversion and delivery of common stock underlying the RSUs granted in 2025 until termination of his or her service as a director. | | (4) Mr. Li received (a) a prorated grant of 744 RSUs upon his initial appointment to the board on January 1, 2025 having a grant date fair value per Annual RSU granted of $62.70, and (b) a prorated annual cash retainer. Effective February 28, 2025, Ms. Suever was appointed audit committee chair to replace Mr. Campbell, who remained a member of the audit committee. On May 8, 2025, Mr. Li was appointed to the compensation committee. Each director received prorated committee chair or member fees for 2025, as applicable. | | (5) Mr. Gendron did not stand for reelection at the 2025 Annual Meeting of Stockholders. |

  46. Director Compensation in 2025

    | 2026 PROXY STATEMENT | 23 |

  47. Director Compensation in 2025

    Set forth below is certain information concerning each of our current executive officers as of the date of this proxy statement. Mr. Patrick J. Winterlich, who previously served as the company's Executive Vice President and Chief Financial Officer, resigned from his position effective November 30, 2025. Mr. Thierry P. Merlot, who previously served as the company’s President, Aerospace, Europe, Middle East, Africa and Asia Pacific & Industrial from May 2020 through September 2025, served as the company’s Executive Vice President, Strategy from September 2025 until his retirement on January 30, 2026. In addition, on March 10, 2026, the board appointed James Coogan as Executive Vice President and Chief Financial Officer, effective as of May 1, 2026. In connection with Mr. Coogan's appointment, on May 1, 2026, Mr. Lenz will transition to the position of Executive Vice President, Senior Advisor to support the transition. Additional information, including Mr. Coogan's biographical information, is included in the company's Current Report on Form 8-K filed with the SEC on March 13, 2026.

  48. Michael C. Lenz

    Michael C. Lenz

  49. Michael C. Lenz

    | Executive Vice President, Interim Chief Financial Officer Age: 62 Executive Officer Since: 2025 | Career Highlights | | | | ■ | Executive Vice President, Interim Chief Financial Officer of Hexcel since November 2025 | | | ■ | Previously served in a variety of leadership roles at FedEx Corp., which provides transportation, e-commerce and business services, including Executive Vice President and Chief Financial Officer (September 2020-July 2023); Executive Vice President and Chief Financial Officer-Elect (June 2020-September 2020); Corporate Vice President and Treasurer (February 2012-May 2020); Staff Vice President - Strategic Finance (2010-February 2012); and Vice President - Finance of FedEx Office (2005-2010) | | | ■ | Various positions of increasing responsibility in Finance, Investor Relations, Financial Planning and Analysis, International Planning, and Fleet Planning at American Airlines, Inc. (1994-2005) | | | ■ | Served as an Avionic Engineer at McDonnell Douglas now known as Boeing (1985-1992) | | | Other Current Public Company Directorships | | | | ■ | Republic Airways, since May 2025 (audit committee and corporate governance committee) |

  50. Michael C. Lenz

    | 24 | |

  51. 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.

  52. Total Direct Compensation—Key Elements

    | Short-Term Cash Incentive | | Long-Term Equity Incentive Awards | | | | Base Salary Base salaries are reviewed annually and at a time of a change in position and may be adjusted based on performance or market and peer benchmarking. Annual Cash Incentive Award (MICP) Annual incentive plan with payouts based on accomplishing specific financial performance measures. For 2025, these were: (1) Free Cash Flow (50%) (2) Adjusted EBIT (50%) (3) Growth Modifier (an increase of up to 10%) | | PSAs Performance-based vesting at the end of a three-year period, based on accomplishing specific financial performance measures. For 2025, 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 |

  53. Total Direct Compensation—Key Elements

    As demonstrated below, a significant percentage of the 2025 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) annualized base salary for 2025, (ii) the 2025 target award opportunity under the MICP, and (iii) the 2025 target long-term incentive award opportunity that is granted in the form of equity awards. Mr. Lenz is not included in the graphs below given the interim nature of his role; however, his compensation package is described immediately following the graphs.

  54. Total Direct Compensation—Key Elements

    | Thomas C. Gentile III CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT ▪ Base salary remained at $1,100,000 ▪ Target MICP annual cash incentive award opportunity remained at 110% of base salary ▪ Target long-term equity incentive compensation opportunity increased from 440% to 460% of base salary | |

  55. Total Direct Compensation—Key Elements

    | Patrick J. Winterlich FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ▪ Base salary increased by 3.5% ▪ Target MICP annual cash incentive award opportunity remained at 85% of base salary ▪ Target long-term equity incentive compensation opportunity increased from 190% to 200% of base salary | |

  56. Total Direct Compensation—Key Elements

    | Thierry P. Merlot FORMER EXECUTIVE VICE PRESIDENT, STRATEGY ▪ Base salary increased by 4.5% ▪ Target MICP annual cash incentive award opportunity increased from 70% to 80% of base salary ▪ Target long-term equity incentive compensation opportunity remained at 135% of base salary | |

  57. Total Direct Compensation—Key Elements

    | Gina Fitzsimons EXECUTIVE VICE PRESIDENT, CHIEF HUMAN RESOURCES AND COMMUNICATIONS OFFICER ▪ Base salary increased by 5.0% ▪ Target MICP annual cash incentive award opportunity increased from 65% to 70% of base salary ▪ Target long-term equity incentive compensation opportunity increased from 110% to 115% of base salary | |

  58. Our Compensation Best Practices

    | What We Do | | What We Don’t Do | | | | Annual Say-on-Pay vote | | No excise tax gross-up under severance agreements | | | Pay for performance – 85% of Mr. Gentile’s target pay | | or under our Executive Severance Policy | | | was variable and at risk | | No repricing of any stock options, including | | | Challenging performance targets under short- and long-term incentive programs | | underwater stock options, without stockholder approval | | | Multi-year vesting period for equity incentive awards | | No dividends on PSAs or RSUs unless performance goals or time-based vesting conditions are met | | | Caps on incentive payouts | | No pledging, hedging or short selling by our directors | | | Robust stock ownership guidelines – 6x base salary for CEO | | or by any Hexcel employee, including executive officers | | | Mandatory and discretionary clawback policies for | | No excessive executive perquisites | | | executive officer incentive-based compensation | | |

  59. 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 2025, 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 2025, Mr. Gentile 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. Gentile ’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. Gentile, to ratification by our independent directors.

  60. 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 similar-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: ▪ Industry Fit — We consider publicly traded United States companies that are: ▪ in the same Global Industry Classification Standards (“GICS”) sub-industry designation as Hexcel (Aerospace and Defense); or ▪ in a GICS sub-industry that manufactures products that are similar to ours. ▪ Size — We consider companies that: ▪ have revenues in the range of 1/3 to three times our revenue; and ▪ have a market capitalization in the range of 1/3 to three times our market capitalization. Other qualitative and quantitative factors that enable us to identify companies with similar talent, business and operational characteristics.

  61. Peer Group

    | 2026 PROXY STATEMENT | 35 |

  62. 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 2024 for fiscal year 2025 compensation were the following:

  63. Peer Group

    | PEER GROUP COMPANIES | | | | ▪ AAR Corp. | ▪ Curtiss-Wright Corporation | ▪ Spirit AeroSystems Holdings, Inc. | | ▪ ATI Inc. | ▪ H.B. Fuller Company | ▪ Teledyne Technologies Incorporated | | ▪ Barnes Group Inc. | ▪ ITT Inc. | ▪ Triumph Group, Inc. | | ▪ Cabot Corporation | ▪ Moog Inc. | ▪ Woodward, Inc. | | ▪ Crane Company | ▪ RBC Bearings Incorporated | |

  64. Target Award Opportunity

    | (1) As noted above, Mr. Lenz is entitled to a cash bonus payable upon completion of his employment with a target amount of 85% of base salary earned for the period of his employment. | | (2) The target award opportunity was increased year over year for Mr. Merlot by ten percentage points and for Ms. Fitzsimons by five percentage points, in each case based on overall performance and the peer group data considered by the compensation committee. |

  65. MICP Targets and Awards

    MICP Targets and Awards With regard to each of the Free Cash Flow and Adjusted EBIT 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. For 2025, the target established for each performance measure and the level of performance, expressed as a dollar amount and as a percentage of target performance, that would entitle a participant to a threshold or maximum award with respect to each measure were as follows:

  66. MICP Targets and Awards

    | | | Performance Measure | | | | Payout | Free Cash Flow(1) | Adjusted EBIT | | Threshold (80%) | 50% | $281.8 | $198.6 | | Target (100%) | 100% | $352.2 | $248.3 | | Max (120%) | 200% | $422.6 | $298.0 |

  67. MICP Targets and Awards

    | (1) The compensation committee authorized award payout for Mr. Winterlich without proration based on his voluntary termination date of November 30, 2025. | | (2) Mr. Merlot’s individual goals were achieved at the target level. In determining the dollar amount of Mr. Merlot’s actual award, we converted Mr. Merlot’s salary, which is paid in euros, to U.S. dollars at an exchange rate of 1.10 U.S. dollars per euro. |

  68. 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.

  69. 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:

  70. Equity Incentive Award Opportunity

    | Name(1) | Percentage of Salary(2) | | Thomas C. Gentile III | 460% | | Patrick J. Winterlich | 200% | | Gail E. Lehman | 170% | | Thierry P. Merlot | 135% | | Gina Fitzsimons | 115% |

  71. Equity Incentive Award Opportunity

    | (1) Mr. Lenz did not receive an equity award in 2025, given the interim nature of his role. | | (2) The equity incentive compensation opportunity was increased year over year by twenty percentage points for Mr. Gentile, by ten percentage points for each of Mr. Winterlich and Ms. Lehman, and by five percentage points for Ms. Fitzsimons, each case based on overall performance and the peer group data considered by the compensation committee. |

  72. Equity Incentive Award Opportunity

    | 2026 PROXY STATEMENT | 39 |

  73. Equity Awards Provided – Annual Grant Cycle

    Equity Awards Provided – Annual Grant Cycle Our equity incentive compensation for the annual grant cycle in 2025 consisted of NQOs, RSUs and PSAs. The percentage of the annual equity incentive compensation opportunity allocated to each type of equity award for the participating named executive officers was as follows:

  74. Equity Awards Provided – Annual Grant Cycle

    | | |

  75. Equity Awards Provided – Annual Grant Cycle

    As in the past, Mr. Gentile, the Chief Executive Officer and President, did not receive 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).

  76. Nonqualified Stock Options

    Nonqualified Stock Options As noted above, 25% of the annual equity award opportunity for participating named executive officers (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 27, 2025, at $26.27 per share. As a result of this valuation, each participating named executive officer received the following number of NQOs during the 2025 annual grant cycle as set forth below:

  77. Nonqualified Stock Options

    | Name | Number of Shares Underlying NQOs | | Thomas C. Gentile III | 64,145 | | Patrick J. Winterlich | 12,515 | | Gail E. Lehman | 8,661 | | Thierry P. Merlot | 6,511 | | Gina Fitzsimons | 4,710 |

  78. 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.

  79. 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. 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 Accounting Standards Codification ("ASC") 718, based upon the closing price per share of our common stock, as reported by the NYSE on the date of grant.

  80. Restricted Stock Units

    | 40 | |

  81. Restricted Stock Units

    Based upon this valuation, each participating named executive officer received the following number of RSUs during the 2025 annual grant cycle as set forth below:

  82. Restricted Stock Units

    | Name | Number of RSUs | | Thomas C. Gentile III | 0 | | Patrick J. Winterlich | 4,897 | | Gail E. Lehman | 3,389 | | Thierry P. Merlot | 2,548 | | Gina Fitzsimons | 1,843 |

  83. 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 participating 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.

  84. 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 participating named executive officer is dependent upon our performance with respect to specified financial measures. For our participating U.S. named executive officers, if and when cash dividends are declared on shares of our common stock, we 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 participating named executive officer other than Mr. Gentile to PSAs; for Mr. Gentile, we allocated 66.7% of his 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 participating named executive officer during the annual grant cycle is set forth below:

  85. Performance Share Awards

    | Name | Number of Shares Underlying PSAs at Target Performance | | Thomas C. Gentile III | 50,275 | | Patrick J. Winterlich | 9,794 | | Gail E. Lehman | 6,778 | | Thierry P. Merlot | 5,096 | | Gina Fitzsimons | 3,686 |

  86. Performance Share Awards

    | 2026 PROXY STATEMENT | 41 |

  87. Financial Measures Used in Connection with the PSAs

    | (EBIT x (1-tax rate)) + equity in earnings for years 2025-2027 Debt (current & long-term) + equity — cash and cash equivalents at the following four points: December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027 |

  88. 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% |

  89. PSAs Granted in 2023

    | (EBIT x (1-tax rate)) + equity in earnings for 2025 Debt (current & long-term) + equity cash and cash equivalents at the following two points: December 31, 2024 and December 31, 2025 |

  90. PSAs Granted in 2023

    | ROIC Percentage | | | | Award Progression | ROIC % | Payout % | | Threshold | 9.8% | 50% | | Target | 12.2% | 100% | | Maximum | 14.6% | 200% |

  91. PSAs Granted in 2023

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

  92. PSAs Granted in 2023

    | Name(1) | Number of Shares Underlying PSAs at Target | Number of Accrued Cash Dividends at Target | Number of Shares Issued Upon Vesting | Number of Accrued Cash Dividends Issued Upon Vesting | | Patrick J. Winterlich | 8,273 | $14,726 | 3,582 | $6,376 | | Gail E. Lehman | 5,811 | $10,344 | 2,516 | $4,479 | | Thierry P. Merlot(2) | 4,186 | $— | 1,812 | $— | | Gina Fitzsimons | 2,837 | $5,050 | 1,228 | $2,187 |

  93. 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 non-public 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 non-public information. Similarly, the company does not time the release of material non-public 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.

  94. 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 2025” on page 56 below for additional information.

  95. 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. 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 the 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 the 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.

  96. 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.

  97. Summary Compensation Table

    Summary Compensation Table

  98. 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 ($) (6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(7) | Total ($) | | Thomas C. Gentile III | 2025 | 1,100,000 | — | 3,374,961 | 1,685,259 | 923,230 | — | 169,425 | 7,252,875 | | Chairman, CEO | 2024 | 736,339 | 250,000 | 4,228,232 | 2,611,707 | 1,543,960 | — | 224,898 | 9,595,136 | | and President | | | | | | | | | | | Patrick J. Winterlich | 2025 | 683,635 | — | 986,207 | 328,802 | 426,424 | — | 122,249 | 2,547,317 | | Former 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 | | Michael C. Lenz | 2025 | 90,644 | — | — | — | — | — | 13,917 | 104,561 | | EVP, Interim CFO | | | | | | | | | | | Gail E. Lehman | 2025 | 535,337 | — | 682,511 | 227,547 | 285,924 | — | 89,253 | 1,820,572 | | EVP, Chief Legal and | 2024 | 517,234 | — | 620,627 | 206,877 | 461,993 | — | 87,151 | 1,893,882 | | Sustainability Officer, | 2023 | 499,743 | — | 599,574 | 199,895 | 467,759 | — | 81,578 | 1,848,549 | | and Secretary | | | | | | | | | | | Thierry P. Merlot(8) | 2025 | 506,835 | — | 513,141 | 171,061 | 309,372 | — | 133,532 | 1,633,941 | | Former EVP, Strategy | 2024 | 485,009 | — | 491,026 | 163,677 | 433,211 | — | 131,054 | 1,703,977 | | | 2023 | 465,728 | — | 431,932 | 143,970 | 435,921 | — | 112,075 | 1,589,626 | | Gina Fitzsimons | 2025 | 430,361 | — | 371,162 | 123,744 | 229,856 | — | 64,725 | 1,219,848 | | EVP, Chief HR and | 2024 | 409,868 | — | 338,123 | 112,710 | 339,944 | — | 61,223 | 1,261,868 | | Communications Officer | 2023 | 390,350 | — | 292,701 | 97,562 | 337,262 | — | 50,542 | 1,168,417 |

  99. Summary Compensation Table

    | (1) On November 30, 2025, Mr. Winterlich resigned as Executive Vice President and Chief Financial Officer and Mr. Lenz was appointed to serve as Executive Vice President, Interim Chief Financial Officer. For 2025, salaries were prorated for Mr. Winterlich and Mr. Lenz based on time in their respective roles. The salary amount for Mr. Winterlich includes his vacation payout in the amount of $75,866. | | (2) Includes sign-on bonus for Mr. Gentile when he was appointed to serve as Chief Executive Officer and President. | | (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: |

  100. Summary Compensation Table

    | | 2025 Amount Included in Stock Awards | | 2024 Amount Included in Stock Awards | | 2023 Amount Included in Stock Awards | | | | Target | Maximum | Target | Maximum | Target | Maximum | | Thomas C. Gentile III | 3,374,961 | 6,749,922 | 3,228,259 | 6,456,518 | — | — | | Patrick J. Winterlich | 657,471 | 1,314,942 | 603,467 | 1,206,934 | 569,100 | 1,138,200 | | Gail E. Lehman | 455,007 | 910,014 | 413,774 | 827,548 | 399,739 | 799,478 | | Thierry P. Merlot | 342,094 | 684,188 | 327,373 | 654,746 | 287,955 | 575,910 | | Gina Fitzsimons | 247,441 | 494,882 | 225,416 | 450,832 | 195,157 | 390,314 |

  101. 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, 2025. | | (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. | | (6) Reflects amounts earned under the MICP with respect to the indicated year. |

  102. Summary Compensation Table

    | 50 | |

  103. Summary Compensation Table

    | (7) The amounts for our named executive officers in the “All Other Compensation” column for 2025 include the following: |

  104. 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 ($) | Perquisites(a)(b) ($) | | Thomas C. Gentile III | 27,421 | 133,600 | 8,404 | — | | Patrick J. Winterlich | 27,421 | 82,335 | 6,493 | 6,000 | | Michael C. Lenz | 2,280 | — | 200 | 11,437 | | Gail E. Lehman | 22,386 | 56,996 | 9,871 | — | | Thierry P. Merlot | — | — | 4,191 | 129,341 | | Gina Fitzsimons | 27,421 | 33,469 | 3,835 | — |

  105. Summary Compensation Table

    | (a) In connection with Mr. Winterlich's resignation, a gift card of $6,000 was given in recognition of his contributions in his many years of service to the company. With Mr. Lenz’s initial appointment as Executive Vice President, Interim Chief Financial Officer, he was entitled to receive reimbursement of $7,500 in legal expenses incurred by him in connection with negotiating his employment terms with the company, and $3,937 in tax gross-ups related to those costs. In 2025, Mr. Merlot received an automobile allowance of $19,323, a contribution of $82,826 to a statutory retirement benefit plan, a profit-sharing bonus of $17,379, and a holiday bonus of $9,813 as required under French regulations. | | (b) In 2023 and 2024 the company reported only a portion of Mr. Merlot's car allowance ($7,826 in 2023 and $7,729 in 2024). The actual amounts were $19,497 in 2023 and $19,323 in 2024. Therefore, Mr. Merlot’s “All Other Compensation” and “Total” columns for 2023 and 2024 are restated to reflect those additional amounts. | | (8) Mr. Merlot, previously the company’s President, Aerospace – EMEA/AP & Industrial, transitioned to the role of Executive Vice President, Strategy on September 29, 2025 in connection with his anticipated retirement from the company in 2026. Mr. Merlot retired from the company effective January 30, 2026. 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 €460,759 in 2025, his automobile allowance was €17,566, his retirement contribution was €75,296, his premiums for life insurance were €3,810, his holiday bonus was €8,921, and his profit-sharing bonus was €15,799. |

  106. Summary Compensation Table

    | 2026 PROXY STATEMENT | 51 |

  107. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  108. Grants of Plan-Based Awards in 2025

    | | | | 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 | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name(7) | Grant Date(3) | Approval Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(4) | Options (#)(5) | Awards ($/Sh) | Awards ($)(6) | | Thomas C. | — | — | 605,000 | 1,210,000 | 2,420,000 | — | — | — | — | — | — | — | | Gentile III | 01/27/2025 | 01/15/2025 | — | — | — | 25,138 | 50,275 | 100,550 | — | — | — | 3,374,961 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | — | 64,145 | 67.13 | 1,685,259 | | Patrick J. | — | — | 279,439 | 558,878 | 1,117,756 | — | — | — | — | — | — | — | | Winterlich | 01/27/2025 | 01/15/2025 | — | — | — | 4,897 | 9,794 | 19,588 | — | — | — | 657,471 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | 4,897 | — | — | 328,736 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | — | 12,515 | 67.13 | 328,802 | | Gail E. | — | — | 187,368 | 374,736 | 749,472 | — | — | — | — | — | — | — | | Lehman | 01/27/2025 | 01/15/2025 | — | — | — | 3,389 | 6,778 | 13,556 | — | — | — | 455,007 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | 3,389 | — | — | 227,504 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | — | 8,661 | 67.13 | 227,547 | | Thierry P. | — | — | 202,734 | 405,468 | 810,937 | — | — | — | — | — | — | — | | Merlot | 01/27/2025 | 01/15/2025 | — | — | — | 2,548 | 5,096 | 10,192 | — | — | — | 342,094 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | 2,548 | — | — | 171,047 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | — | 6,511 | 67.13 | 171,061 | | Gina | — | — | 150,627 | 301,253 | 602,506 | — | — | — | — | — | — | — | | Fitzsimons | 01/27/2025 | 01/15/2025 | — | — | — | 1,843 | 3,686 | 7,372 | — | — | — | 247,441 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | 1,843 | — | — | 123,721 | | | 01/27/2025 | 01/15/2025 | — | — | — | — | — | — | — | 4,710 | 67.13 | 123,744 |

  109. Grants of Plan-Based Awards in 2025

    | (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 2025 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 2025 MICP financial performance measures is provided on pages 36-39. | | (2) Reflects the number of shares of our common stock underlying PSAs granted under our 2013 Incentive Stock Plan (the “2013 ISP”) for the 2025-2027 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 41-45. | | (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 15, 2025. In accordance with our equity grant policy, the grant date for the 2025 annual equity awards was January 27, 2025, the third trading day following the release of 2024 fourth quarter and year-end earnings. | | (4) Reflects RSUs granted under the 2013 ISP. The RSUs granted on January 27, 2025 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 terms of the RSUs are described in more detail on pages 40-41. | | (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 terms of the NQOs are described in more detail on page 40. | | (6) Reflects the grant date fair value of PSAs, RSUs and NQOs granted to the named executive officers in 2025, 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, 2025. 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. | | (7) Mr. Lenz is not included in this table as he did not receive any plan-based awards during 2025. |

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 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, 2025, other than Mr. Lenz, who did not hold any outstanding equity awards as of such date:

  111. Outstanding Equity Awards at 2025 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. | 07/22/2024 | 22,037 | 44,071 | — | 64.34 | 07/22/2034 | 10,361 | 765,678 | 50,175 | 3,707,933 | | Gentile III | 07/22/2024 | 13,673 | 27,344 | — | 64.34 | 07/22/2034 | — | — | — | — | | | 01/27/2025 | — | 64,145 | — | 67.13 | 01/27/2035 | — | — | 50,275 | 3,715,323 | | Patrick J. | 01/30/2017 | 3,700 | — | — | 50.50 | 01/30/2027 | — | — | — | — | | Winterlich | 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 | 18,657 | — | — | 52.17 | 01/31/2032 | — | — | — | — | | | 01/30/2023 | 7,077 | 3,537 | — | 68.79 | 01/30/2033 | 1,378 | 101,834 | — | | | | 01/29/2024 | 4,145 | 8,288 | — | 66.77 | 01/29/2034 | 3,012 | 222,587 | 9,038 | 667,908 | | | 01/27/2025 | — | 12,515 | — | 67.13 | 01/27/2035 | 4,897 | 361,888 | 9,794 | 723,777 | | Gail E. | 01/29/2018 | 8,829 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | Lehman | 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 | 13,112 | — | — | 52.17 | 01/31/2032 | — | — | — | — | | | 01/30/2023 | 4,971 | 2,485 | — | 68.79 | 01/30/2033 | 968 | 71,535 | — | — | | | 01/29/2024 | 2,842 | 5,682 | — | 66.77 | 01/29/2034 | 2,065 | 152,604 | 6,197 | 457,958 | | | 01/27/2025 | — | 8,661 | — | 67.13 | 01/27/2035 | 3,389 | 250,447 | 6,778 | 500,894 |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 PROXY STATEMENT | 53 |

  113. Outstanding Equity Awards at 2025 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. | 01/30/2017 | 6,340 | — | — | 50.50 | 01/30/2027 | — | — | — | — | | Merlot | 01/29/2018 | 5,610 | — | — | 68.15 | 01/29/2028 | — | — | — | — | | | 01/28/2019 | 7,620 | — | — | 65.56 | 01/28/2029 | — | — | — | — | | | 02/06/2020 | 8,045 | — | — | 74.74 | 02/06/2030 | — | — | — | — | | | 01/28/2021 | 19,312 | — | — | 44.90 | 01/28/2031 | — | — | — | — | | | 01/31/2022 | 10,610 | — | — | 52.17 | 01/31/2032 | — | — | — | — | | | 01/30/2023 | 3,581 | 1,789 | — | 68.79 | 01/30/2033 | 698 | 51,582 | — | — | | | 01/29/2024 | 2,249 | 4,495 | — | 66.77 | 01/29/2034 | 2,451 | 181,129 | 4,903 | 362,332 | | | 01/27/2025 | — | 6,511 | — | 67.13 | 01/27/2035 | 2,548 | 188,297 | 5,096 | 376,594 | | Gina | 02/06/2020 | 2,695 | — | — | 74.74 | 02/06/2030 | — | — | — | — | | Fitzsimons | 07/30/2020 | 6,534 | — | — | 38.94 | 07/30/2030 | — | — | — | — | | | 01/28/2021 | 3,517 | — | — | 44.90 | 01/28/2031 | — | — | — | — | | | 01/31/2022 | 6,158 | — | — | 52.17 | 01/31/2032 | — | — | — | — | | | 01/30/2023 | 2,427 | 1,212 | — | 68.79 | 01/30/2033 | 472 | 34,881 | — | — | | | 01/29/2024 | 1,549 | 3,095 | — | 66.77 | 01/29/2034 | 1,125 | 83,138 | 3,376 | 249,486 | | | 01/27/2025 | — | 4,710 | — | 67.13 | 01/27/2035 | 1,843 | 136,198 | 3,686 | 272,395 |

  114. Outstanding Equity Awards at 2025 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. | | (2) This column includes: (i) unvested RSUs granted on January 30, 2023, January 29, 2024 and January 27, 2025, 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 at a rate of 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. 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. | | (3) Market values were computed using a price of $73.90 per share, the closing price of Hexcel common stock on December 31, 2025, as reported by the NYSE. | | (4) This column reflects the shares that each named executive officer would receive based on the target award under outstanding PSAs granted in 2024 and 2025. If the PSA awards were to payout at maximum, the number of shares (and market value of such shares) outstanding as of December 31, 2025 with respect to unvested PSAs granted in 2024 and 2025, respectively, would be for Mr. Gentile: 100,350 shares ($7,415,865) and 100,550 shares ($7,430,645); Mr. Winterlich: 18,076 shares ($1,335,816) and 19,588 shares (1,447,553); Ms. Lehman: 12,394 shares ($915,917) and 13,556 shares ($1,001,788); Mr. Merlot: 9,806 shares ($724,663) and 10,192 shares ($753,189); and Ms. Fitzsimons: 6,752 shares ($498,973) and 7,372 shares ($544,791). 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 2027 for the PSAs granted in 2024 and early 2028 for the PSAs granted in 2025, in each case subject to continued employment through the end of the applicable three-year performance period. |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 54 | |

  116. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  117. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards(2) | | | Name(4) | 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 | — | — | 5,181 | 251,434 | | Patrick J. Winterlich | 6,761 | 185,540 | 8,168 | 565,712 | | Gail E. Lehman | — | — | 5,712 | 395,699 | | Thierry P. Merlot | 5,397 | 119,544 | 6,665 | 470,477 | | Gina Fitzsimons | — | — | 2,825 | 195,581 |

  118. Option Exercises and Stock Vested in 2025

    | (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. | | (2) For named executive officers, reflects RSUs that vested during 2025. Also reflects the PSAs that vested on December 31, 2025 based on the level of achievement with respect to specified performance measures for the 2023-2025 performance period, as determined by the compensation committee in January 2026. 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. | | (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. | | (4) Mr. Lenz is not included in this table as he did not exercise any option awards or have any stock awards vest during 2025. |

  119. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025 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 Messrs. Merlot and Lenz, participated in the NDCP in 2025. Mr. Merlot is not eligible to participate in the NDCP because he is not a U.S. employee.

  120. Nonqualified Deferred Compensation in 2025

    | 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 | 161,577 | 133,600 | 56,479 | — | 430,047 | | Patrick J. Winterlich | 105,319 | 82,335 | 142,165 | — | 941,810 | | Gail E. Lehman | 58,029 | 56,996 | 120,116 | — | 722,901 | | Gina Fitzsimons | 26,043 | 33,469 | 30,277 | — | 225,368 |

  121. Nonqualified Deferred Compensation in 2025

    | (1) The amounts in this column are included in the “All Other Compensation” column in the Summary Compensation Table on page 51. | | (2) The aggregate annual earnings in 2025 are not reported in the Summary Compensation Table, as SEC rules provide that only above-market or preferential earnings be reported in that table. | | (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. Winterlich, $453,190; Ms. Lehman, $307,158; and Ms. Fitzsimons, $86,457. |

  122. Nonqualified Deferred Compensation in 2025

    | 2026 PROXY STATEMENT | 55 |

  123. 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, 2025. The information in this section does not include information related to: ▪ distributions under the NDCP. See “Nonqualified Deferred Compensation in 2025.” ▪ RSUs, PSAs and shares underlying NQOs that vested prior to the termination event. ▪ short-term incentive payments that would not be increased due to the termination event. ▪ other payments and benefits provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including under our 401(k) Plan. We have severance agreements with all of our currently employed named executive officers. 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.

  124. PSAs

    PSAs ▪ Termination for Cause – the entire award is forfeited. ▪ Termination by the company without cause or by the named executive officer for good reason, or, for PSAs granted prior to January 2025, termination by the company due to disability or death – 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. ▪ For PSAs granted in January 2025 and after, termination by the company due to death – the award is paid out immediately, based on target performance. ▪ For PSAs granted in January 2025 and after, termination by the company due to disability – 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. ▪ 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. ▪ Change in Control – the award is paid out immediately, based on target performance. 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 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.

  125. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    Potential Payments and Benefits Upon Termination of Employment on December 31, 2025 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, 2025 would be entitled upon termination of employment or a change in control (including a “potential change in control”) on December 31, 2025, 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. The estimated payments and benefits described below for our named executive officers generally do not take into account compensation and benefits that were already earned at the time of the applicable triggering event, such as equity awards that have previously vested in accordance with their terms or vested benefits otherwise payable under our compensation programs. As a result, the estimates below for our named executive officers do not provide information on the payout of 2025 MICP awards or payouts under the PSAs for the 2023-2025 performance period for our named executive officers, because those awards were earned as of December 31, 2025 for participating executives, subject to compensation committee approval, regardless of whether the executive terminated employment or a change in control occurred on that date (and those amounts are reflected in other tables of this proxy statement).

  126. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | 2026 PROXY STATEMENT | 59 |

  127. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    As noted above, Mr. Winterlich resigned from the company on November 30, 2025, and therefore the table below only reflects the actual payments and benefits he received upon his “voluntary termination.” Mr. Lenz does not have a severance agreement or equity awards given the interim nature of his role.

  128. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | | Cash Severance/ Payment at Death ($)(1) | Benefits Continuation ($)(3) | Accelerated Vesting of Equity Awards (value based on 12/31/2025 share price) ($)(4) | Total Termination Benefits ($) | | Thomas C. Gentile III | | | | | | Voluntary termination | — | — | — | — | | Involuntary or good reason termination | 3,965,940 | 20,910 | 3,710,371 | 7,697,221 | | Involuntary or good reason termination after change in control | 6,609,900 | 52,275 | 9,305,922 | 15,968,097 | | Death | 3,000,000 | — | 8,069,945 | 11,069,945 | | Disability | — | — | 8,069,945 | 8,069,945 | | Patrick J. Winterlich | | | | | | Voluntary termination | — | 426,424 | 2,239,888 | 2,666,312 | | Michael C. Lenz | | | | | | Voluntary termination | — | — | — | — | | Involuntary or good reason termination | — | — | — | — | | Involuntary or good reason termination after change in control | — | — | — | — | | Death | 2,500,000 | — | — | 2,500,000 | | Disability | — | — | — | — | | Gail E. Lehman | | | | | | Voluntary termination | — | — | 1,545,284 | 1,545,284 | | Involuntary or good reason termination | 957,950 | 14,083 | 1,545,284 | 2,517,317 | | Involuntary or good reason termination after change in control | 1,915,901 | 28,166 | 1,545,284 | 3,489,351 | | Death | 2,500,000 | — | 1,392,632 | 3,892,632 | | Disability | — | — | 1,392,632 | 1,396,632 | | Gina Fitzsimons | | | | | | Voluntary termination | — | — | 836,245 | 836,245 | | Involuntary or good reason termination | 728,061 | 20,910 | 836,245 | 1,585,216 | | Involuntary or good reason termination after change in control | 1,456,123 | 41,820 | 836,245 | 2,334,188 | | Death | 2,500,000 | — | 753,083 | 3,253,083 | | Disability | — | — | 753,083 | 753,083 |

  129. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | 60 | |

  130. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | | Cash Severance/ Payment at Death ($)(1) | Non- Competition Payment ($)(5) | Accelerated Vesting of Equity Awards (value based on 12/31/2025 share price) ($)(4) | Total Termination Benefits ($) | | Thierry P. Merlot(2)(6) | | | | | | Voluntary termination(7) | 410,039 | 982,776 | 1,469,280 | 2,862,095 | | Involuntary termination(8) | 1,770,428 | 982,776 | 1,469,280 | 4,222,484 | | Involuntary termination after change in control(8) | 1,770,428 | 982,776 | 1,469,280 | 4,222,484 | | Death(9) | — | — | 1,469,280 | 1,469,280 | | Disability(9) | — | — | 1,469,280 | 1,469,280 |

  131. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | (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). 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. | | (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. | | (3) For Mr. Gentile, Ms. Lehman and Ms. Fitzsimons, represents Hexcel’s share of the value of welfare/medical benefits in the event of involuntary or good reason termination following a change in control. For Mr. Winterlich, the amount reflects the full year 2025 MICP that was approved following his voluntary termination on November 30, 2025. 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. | | (4) Reflects the value of equity awards that were unvested on December 31, 2025, and that would have vested as a result of the indicated type of termination of employment of the named executive officer. Each of Ms. Lehman, Mr. Merlot and Ms. Fitzsimons was retirement eligible under the terms of the equity awards on December 31, 2025 and would have received the equity award in accordance with the schedule set forth in the applicable award agreement after voluntary termination. Upon his voluntary termination on November 30, 2025, Mr. Winterlich was retirement eligible under the terms of the equity awards, and the amount reported reflects the value of his equity awards on such date (other than his retention equity award that was granted on July 22, 2024, which was not eligible for vesting upon his voluntary termination). | | (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. If the company elects to release Mr. Merlot from the non-competition obligation, no payment would be due to him. | | (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. | | (7) As of December 31, 2025, Mr. Merlot was retirement eligible under the French CLA. If he had retired on December 31, 2025, he would have been entitled to receive a retirement indemnity equal to five months’ salary plus an additional payment equal to 12 months’ salary (based on his average salary over the last 12 months, including bonus) unless the company waived his non-compete requirements. | | (8) Represents the payment upon dismissal due to Mr. Merlot under the French CLA if he were dismissed on December 31, 2025 and the company elected to enforce his non-compete requirements. | | (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. |

  132. Potential Payments and Benefits Upon Termination of Employment on December 31, 2025

    | 2026 PROXY STATEMENT | 61 |

  133. 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 2025, as permitted under SEC rules, we started with the same median employee from our global employee population who was originally identified as our median employee as of December 31, 2023, 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 2025 pay ratio disclosure. In accordance with SEC rules, we determined that there were no changes to the employee population or compensation arrangements in 2025 that would be significant to the pay ratio calculation. Therefore, for purposes of the 2025 calculations, we continued to use the same median employee that we originally identified in 2023. For our 2025 fiscal year, our median employee’s annual total compensation was $73,819, 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 2025 annual total compensation was $7,252,875, as reported in the Summary Compensation Table on page 51. Our CEO to median employee pay ratio for fiscal year 2025 was approximately 98 to 1.

  134. CEO PAY RATIO

    | 2026 PROXY STATEMENT | 63 |

  135. 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.

  136. CEO PAY RATIO

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total for CEO T. Gentile | $— | $— | $— | $9,595,136 | $7,252,875 | | Summary Compensation Table Total for Former CEO N. Stanage | $9,781,885 | $8,264,516 | $7,837,803 | $8,877,881 | $— | | Compensation Actually Paid to CEO T. Gentile(1) | $— | $— | $— | $9,462,083 | $7,511,734 | | Compensation Actually Paid to Former CEO N. Stanage(1) | $11,352,428 | $8,812,434 | $13,210,593 | $4,019,720 | $— | | Average Summary Compensation Table Total for Non-CEO NEOs | $2,131,482 | $1,546,724 | $1,999,912 | $2,343,232 | $1,465,248 | | Average Compensation Actually Paid to Non-CEO NEOs(2) | $2,297,873 | $1,787,711 | $2,437,967 | $1,939,335 | $1,302,697 | | Value of Initial Fixed $100 Investment Based On: | | | | | | | Total Shareholder Return(3) | $106.83 | $122.21 | $154.28 | $132.39 | $157.82 | | Peer Group Total Shareholder Return(3) | $102.72 | $97.85 | $121.41 | $150.03 | $220.22 | | Net Income(4) (millions) | $16.1 | $126.3 | $105.7 | $132.1 | $109.4 | | Company-Selected Measure (Adjusted EBIT)(5) (millions) | $70.9 | $165.0 | $217.6 | $237.7 | $213.7 |

  137. 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. |

  138. 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. 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 2021 through 2024, and Mr. Gentile is included as the CEO for 2024 and 2025.

  139. CEO PAY RATIO

    | 64 | |