DEF 14A 1 c102871_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement

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

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material under §240.14a-12

HEXCEL CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2022 Notice of Annual Meeting
of Stockholders

Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 5, 2022

The Annual Meeting of Stockholders of Hexcel Corporation will be held on May 5, 2022 at 10:30 a.m., eastern daylight time, for the following purposes:

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

	2.	To vote on a proposal to approve, on an advisory, non-binding basis, the company’s 2021 executive compensation;

	3.	To vote on a proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2022; and

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

Due to the ongoing effects of the COVID-19 pandemic, this year’s meeting will again be a “virtual meeting” of stockholders. You will be able to attend the meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HXL2022. To participate in the annual meeting, you will need the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction card mailed to you. Online check-in will begin at 10:15 a.m., eastern daylight time. Please allow time for the online check-in procedures.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the cost of our meeting, and conserves natural resources. On or about March 23, 2022, we will mail to our stockholders (other than those who previously requested electronic delivery or a printed copy of our proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote online. Such notice is not a proxy card and cannot be used to vote your shares. The notice will also include instructions on how you can receive a paper copy of the proxy materials.

The Board of Directors has fixed the close of business on March 14, 2022, as the record date for determination of the stockholders entitled to vote at the meeting or any adjournments or postponements thereof.

By order of the Board of Directors

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

Dated: March 23, 2022

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

IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022

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



TABLE OF CONTENTS

2022 PROXY STATEMENT SUMMARY	i

QUESTIONS AND ANSWERS	vi

PROPOSAL 1—ELECTION OF DIRECTORS	1
Majority Voting Standard for Election of Directors	1
Information Regarding the Directors	2
Independence of Directors	8
Board Service	8
Meetings and Standing Committees of the Board of Directors	9
Board Leadership Structure	11
Board Evaluation Process	12
Risk Oversight	13
Succession Planning	14
Stockholder Engagement	14
Contacting the Board	14
Code of Business Conduct	14
Director Compensation in 2021	15

EXECUTIVE OFFICERS	17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
Stock Beneficially Owned by Principal Stockholders	20
Stock Beneficially Owned by Directors and Officers	21

A LETTER FROM THE COMPENSATION COMMITTEE	22

COMPENSATION DISCUSSION AND ANALYSIS	24
Summary of Key Compensation Decisions for 2021	24
Fiscal 2021 Performance	26
Executive Compensation Overview	26
2021 Compensation	32
Ongoing and Post-Employment Arrangements	39

Stock Ownership Guidelines	42
Clawback Policy	43
Tax Considerations	43

COMPENSATION COMMITTEE REPORT	45

EXECUTIVE COMPENSATION	46
Summary Compensation Table	46
Grants of Plan-Based Awards in 2021	48
Outstanding Equity Awards at 2021 Fiscal Year-End	49
Option Exercises and Stock Vested in 2021	50
Pension Benefits in 2021	50
Non-Qualified Deferred Compensation in 2021	53
Potential Payments Upon Termination or Change in Control	54
Potential Payments and Benefits Upon Termination of Employment on December 31, 2021	59

PROPOSAL 2—ADVISORY APPROVAL OF THE COMPANY’S 2021 EXECUTIVE COMPENSATION	61

CEO PAY RATIO	62

EQUITY COMPENSATION PLAN INFORMATION	63

AUDIT COMMITTEE REPORT	64

PROPOSAL 3—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	65

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	66

DELINQUENT SECTION 16(a) REPORTS	67

OTHER MATTERS	68

STOCKHOLDER PROPOSALS	69

ANNUAL REPORT	70

ANNEX A	A-1

This proxy statement is furnished to the holders of common stock of Hexcel Corporation (“Hexcel,” the “company,” “we,” “us” or “our”) in connection with the solicitation of proxies by Hexcel on behalf of the Board of Directors of the company (the “board of directors” or the “board”) for use at the Annual Meeting of Stockholders, or any adjournments or postponements thereof, to be held on May 5, 2022 (the “Annual Meeting”). The proxy materials, including this proxy statement, our annual report to stockholders, and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the “Notice”), are first being distributed or made available to stockholders on or about March 23, 2022.

HEXCEL CORPORATION | 2022 Proxy Statement

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our sustainability goals, targets, commitments, and strategies. These statements involve risks and uncertainties and are based on current expectations, are inherently uncertain and are subject to changing assumptions. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances, except as otherwise required by law. No assurance can be given that any plan, initiative, projection, goal, target, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results.

Although we include references to our website throughout this proxy statement, information contained on or accessible through our website, including any reports, is not a part of, and is not incorporated by reference into, this proxy statement or any other report or document we file with the Securities and Exchange Commission. Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only.

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares.

The Meeting

TO BE HELD ON:	May 5, 2022

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

VIRTUALANNUAL MEETING SITE:	www.virtualshareholdermeeting.com/HXL2022

RECORD DATE:	You will be eligible to vote your shares of common stock at the Annual Meeting if you were a stockholder of record at the close of business on March 14, 2022. As of that date, 84,035,687 shares of common stock were issued and outstanding. The holders of 42,017,844 shares will constitute a quorum at the Annual Meeting.

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

2022 Director Nominee Highlights*

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

Corporate Governance Highlights

We believe that our corporate governance practices generally reflect best practices consistent with Hexcel’s and our stockholders’ interests. Key features of our corporate governance practices include:

Board Independence

✓ Seven of eight director nominees are independent

✓ Independent lead director empowered with broad responsibilities and governance duties

✓ CEO is the only management director

✓ All board committees are composed exclusively of independent directors

Board Practices

✓ Annual elections for all directors

✓ Majority voting policy triggering resignation in uncontested elections of directors

✓ Annual board and board committee self-evaluations, and peer review of individual directors every other year

✓ Regular review of committee chair and member rotation

✓ Mandatory retirement age of 70 for directors

✓ Regular executive sessions of board and committees without management present

✓ Director resignation policy for material changes in principal occupation

✓ Limits on director “overboarding”

Other Best Practices

✓ One class of stock with equal voting rights

✓ Comprehensive enterprise risk, succession and business strategy oversight

✓ Policies prohibiting hedging and pledging Hexcel stock by directors and officers

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


Stock Ownership

CEO	6X	Annual Base Salary

Executive VPs	3X	Annual Base Salary

Other Executive Officers	2X	Annual Base Salary

Other Officers	1X	Annual Base Salary

Directors	5X	Annual Cash Retainer

HEXCEL CORPORATION | 2022 Proxy Statement

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2022 PROXY STATEMENT SUMMARY

Sustainability at Hexcel

At Hexcel, we strive to be an industry leader and a responsible steward of resources – both human and natural. We relentlessly pursue innovations that lead to reduced energy use, less waste, lower lifecycle operational costs, and improved lifecycle efficiency. Our products are used by customers to save weight, which reduces fuel consumption and helps to reduce carbon emissions. Some of our products reduce noise pollution while others help to produce clean and renewable energy.

Sustainability at Hexcel is about making responsible products in responsible ways,
supported by a diverse One Hexcel team that is propelling us toward a better tomorrow.

Our Product Leadership

	Lightweighting and Fuel Consumption			Noise Reduction			Recycle and Reuse
Each new generation of commercial aircraft has used increasing quantities of advanced composites to replace metals and reduce weight for more fuel-efficient aircraft with lower CO2 emissions and less maintenance.			HexWeb^®Acousti-Cap^®sound attenuating honeycomb used in the nacelle that surrounds an aircraft jet engine provides dramatic noise reduction during takeoff and landing without a structural weight penalty.			Hexcel is working with partners globally to recycle and repurpose carbon fiber and carbon fiber prepreg. Currently, approximately 25% of Hexcel total waste is recycled including paper, cardboard, metal, plastics, oil, solvents and production scrap.

Our Sustainability Pillars

In 2021, our employee sustainability strategy team, comprised of Hexcel leaders representing each business unit and functional group, worked with our management team and our nominating, governance and sustainability committee to integrate stakeholder feedback and establish Hexcel’s sustainability pillars, which represent our current areas of focus.

	(2030 environmental and safety targets based on 2019 performance)
Our Sustainability Targets Hexcel has established long-term goals that further our global commitment to a more sustainable future. These goals guide our initiatives, foster greater transparency and accountability, and allow for measurement of our progress. Our performance will be tracked through specific, time-bound objectives that are aligned with our goal-setting and strategic planning processes.
	30% reduction in greenhouse gas emissions intensity¹	30% reduction in waste to landfill	20% reduction in once-through freshwater use	50% improvement in total recordable incident rate (TRIR)²

	100% acceptance All of our global direct suppliers will accept the Hexcel Supplier Code of Conduct or will demonstrate acceptance of an equivalent code governing their own activities.	100% compliance We actively promote 100% compliance with all laws, regulations and company policies governing human trafficking, forced and child labor, discrimination, harassment, privacy rights, fair labor practices and freedom of association.	100% diversity sourcing We will source diverse slates for 100% of our external salaried positions, including executive management and board of director level appointments.	10% increase We will increase our giving through the Hexcel Foundation by 10% a year from 2022 through 2025.

1 - Emission intensity is a measure of CO2 emissions relative to the intensity of an industrial manufacturing process.

2 - Based on 200,000 worker hours.

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

Executive Compensation Highlights

Our compensation philosophy is to deliver pay for performance that is aligned with stockholders’ interests, and we follow a number of compensation practices designed to provide a level of performance that creates sustainable value for our stockholders.

Our Compensation Best Practices

✓ 89% of target CEO pay in 2021 was variable and at risk

✓ Emphasis on performance-based compensation

✓ Non-guaranteed performance-based annual cash bonuses

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

✓ Multiyear vesting periods for annual stock awards

✓ Limit on maximum incentive payouts

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

✓ No perquisites to newly hired or appointed executive officers

✓ No repricing of any stock options without stockholder approval

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

✓ Annual say-on-pay stockholder vote

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

2021 Executive Compensation Overview

Although we began to see signs of aerospace industry recovery in 2021, including an increase in domestic air travel, the impact of the COVID-19 pandemic to our operating performance that began in 2020 continued in 2021. The company faced significant COVID-19 related headwinds, including supply chain destocking in the first half of the year, and our compensation committee took into account considerable industry uncertainty and a volatile economic environment as it finalized performance goals in January 2021.

In light of the uncertainty facing the company, our compensation committee determined that it was critical to make certain changes to our executive compensation in 2021 in an effort to ensure a consistent senior management team motivated to execute on our business recovery plan and long-term strategy, while remaining aligned with our compensation philosophy and recognizing the challenging position of our stockholders. These changes included:

n	Maintaining the long-term incentive targets for the performance-based share awards (“PSAs”) with a performance period ending December 31, 2021, set in January 2019, resulting in a 0% payout for the second consecutive year;

n	Restructuring key performance metrics for our 2021 short and long-term incentive plans;

n	Reducing the 2021 annual incentive maximum payout cap from 200% to 100% of target, and reducing the 2021-2023 long term maximum incentive cap from 200% to 150% of target, to better align management with stockholders and avoid the potential for management to receive a windfall if our recovery period was shorter than forecasted; and

n	Utilizing a performance-based “return to growth” equity incentive opportunity for named executive officers.

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

QUESTIONS AND ANSWERS

Why is Hexcel holding the Annual Meeting virtually this year?

Due to the ongoing effects of the COVID-19 pandemic and to provide a safe and readily accessible experience for our stockholders, directors and employees, we will be holding the Annual Meeting live via the Internet.

What is required in order to attend the Annual Meeting?

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

n	Any stockholder on the record date can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/HXL2022

n	Webcast starts at 10:30 a.m., eastern daylight time

n	Online check-in will begin at 10:15 a.m., eastern daylight time

n	Please have the 16-digit control number included in the Notice, the proxy card or the voting instruction card delivered to you to access the Annual Meeting

n	Stockholders may vote and submit questions electronically while attending the Annual Meeting on the Internet

n	If you do not have a 16-digit control number, you may still attend the Annual Meeting as a guest in listen-only mode

n	In addition, webcast replay of the Annual Meeting will be available beginning on May 6, 2022 until June 5, 2022 on the Investor Relations section of our website

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

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholders meeting log-in page. Technical support will be available starting at 10:15 a.m., eastern daylight time, on May 5, 2022.

In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/HXL2022. If necessary, the announcement will provide updated information regarding the date, time, and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on our Investor Relations website at investors.hexcel.com.

Can I ask questions at the Annual Meeting?

If you would like to submit a question, you may do so by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/HXL2022, entering the 16-digit control number included in the Notice, the proxy card or the voting instruction card delivered to you, typing your question in the “Ask a Question” box in the Annual Meeting portal, and clicking submit. You may also submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your 16-digit control number. You may submit questions in advance until 11:59 p.m., eastern daylight time on May 4, 2022.

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

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

Who is entitled to vote at the Annual Meeting?

You will be eligible to vote your shares of common stock at the Annual Meeting if you were a holder of our common stock at the close of business on March 14, 2022, the record date for the Annual Meeting. Each share of common stock that you hold will entitle you to cast one vote with respect to each matter that will be voted on at the Annual Meeting.

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

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

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

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

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

On or about March 23, 2022, we will mail the Notice to our stockholders (other than those who previously requested electronic delivery or a printed copy of our proxy materials). The proxy statement and the form of proxy relating to the Annual Meeting will be made available to our stockholders on the date that the Notice is first sent.

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

How do I vote?

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

Voting by record holders

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

You also may vote prior to the Annual Meeting via the Internet, in the manner described on the proxy card or the Notice, including by scanning the QR code provided on the Notice or proxy card with your mobile device, via telephone, in the manner described on the proxy card.

Finally, you may attend the Annual Meeting (virtually) and vote online during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/HXL2022 and entering the 16-digit control number included in the Notice or the proxy card delivered to you. Please have your 16-digit number in hand when you access the website and then follow the instructions. Online check-in will begin at 10:15 a.m., eastern daylight time. Please allow time for the online check-in procedures. Even if you plan to virtually attend the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting by beneficial holders

If you are a beneficial owner, you should receive separate instructions from your broker, bank or other nominee describing how to vote. As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares.

HEXCEL CORPORATION | 2022 Proxy Statement

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2022 PROXY STATEMENT SUMMARY

Voting by participants in an employee benefit plan

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

Our distribution agent, Broadridge Financial Solutions, Inc. (“Broadridge”), provides proxy materials to participants in these plans on behalf of the custodian or trustee. If you are a plan participant and also a record holder, Broadridge may combine the shares registered directly in your name and the shares credited to your applicable plan account onto one proxy card. If Broadridge does not combine your shares, you will receive more than one Notice or set of proxy materials. In that case, you will need to submit a vote for each set of shares. The vote you submit via the Internet, telephone or proxy card will serve as your voting instructions to the custodian or trustee. To allow sufficient time for voting by your custodian or trustee, your voting instructions must be received by 10:30 a.m., eastern daylight time, on May 2, 2022.

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

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

How does the board of directors recommend that I vote?

The board recommends that you vote:

n	FOR the election of the eight director nominees;

n	FOR the approval, on an advisory, non-binding basis, of the company’s 2021 executive compensation; and

n	FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2022.

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

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

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

What is a broker “non-vote”?

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

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HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

How do I revoke a proxy?

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

n	giving written notice of revocation to our Corporate Secretary at Hexcel Corporation, Attention: Corporate Secretary, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to CorporateSecretary@hexcel.com, with a later date than the date of any proxy you previously provided, so long as the revocation is received by our Corporate Secretary prior to the Annual Meeting;

n	submitting a new, properly completed, subsequently dated proxy (whether by proxy card, online, or telephone), so long as it is received prior to the applicable voting deadline described in the Notice or proxy card; or

n	joining the Annual Meeting and voting online during the meeting.

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

What are the quorum and vote requirements?

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will exist if a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting are present at the virtual annual meeting online or represented by proxy at the Annual Meeting. As of the record date, March 14, 2022, 84,035,687 shares of common stock were issued and outstanding. The holders of 42,017,844 shares will constitute a quorum at the Annual Meeting. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

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

	Required Vote	Effect of Abstentions and Broker Non-Votes
Proposal 1 — Elect eight directors	Number of votes cast “for” the nominee must exceed the number of votes cast “against” that nominee.	Abstentions and broker non-votes will have no effect on the voting for this matter.
Proposal 2 — Approve, on an advisory, non-binding basis, 2021 executive compensation	Affirmative vote of a majority of the shares of common stock present in person (virtually) or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” Broker non-votes will have no effect on the voting for this matter.
Proposal 3 — Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2022	Affirmative vote of a majority of the shares of common stock present in person (virtually) or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” Broker non-votes (if any) will have no effect on the voting for this matter. There should be no broker non-votes because brokers are permitted to vote on this proposal, even if they have not received voting instructions from the beneficial owners.

HEXCEL CORPORATION | 2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

How may the company solicit my proxy?

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

How will the votes at the Annual Meeting be tabulated?

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

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

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

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

We will provide by mail or by email, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021 (not including exhibits and documents incorporated by reference), this proxy statement, and the Annual Report and proxy materials for future Annual Meetings (once available) at your request. Please follow the instructions as set forth in the Notice, or you may direct your request to Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to InvestorRelations@hexcel.com. These materials also are available, free of charge, at www.proxyvote.com and on our website at www.hexcel.com. Requests for materials relating to the Annual Meeting must be made by April 21, 2022 to facilitate timely delivery.

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

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

HEXCEL CORPORATION | 2022 Proxy Statement



PROPOSAL 1—ELECTION OF DIRECTORS

At the Annual Meeting, eight directors will be elected to hold office until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All nominees identified in this proxy statement for election to the board are currently serving as directors of the company.

Majority Voting Standard for Election of Directors

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

Prior to the board’s determination to accept or reject the resignation, the nominating, governance and sustainability committee, composed entirely of independent directors, will make a recommendation to the board with respect to the tendered resignation. The board 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 acceptance of the resignation.

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Information Regarding the Directors

All of our current directors have been nominated for reelection to the board. In connection with its determination that our current directors should continue to serve on our board, the nominating, governance and sustainability committee considered, among other factors, certain key attributes, experience, qualifications and skills that the board considers valuable to ensure effective oversight of the company, which we refer to as “core competencies.” These core competencies are defined in the chart below and listed in each director’s biography, as applicable. In addition to the core competencies, the nominating, governance and sustainability committee also considered the experience of certain directors in financing, mergers and acquisitions, investor relations, risk management and compliance, and other relevant areas related to issues we face on a recurring basis; collegiality and the ability to work together as a group; outstanding integrity and business judgment; and the ability to ask probing questions during board discussions and to carefully scrutinize significant business and other proposals suggested by management. The following chart summarizes the core competencies and illustrates how the current directors collectively represent these core competencies. These indicators are intended to be a high-level summary of what the board views as the core competencies and are not a comprehensive list of each director’s skills or contributions to the board:

Senior Leadership	Public Company	Financial Literacy

8 out of 8 Experience in senior leadership at a large-scale or global operation	7 out of 8 Experience with public company governance	7 out of 8 An understanding of financial statements and financial reporting processes

Industry	Global Business	Manufacturing/ Operations

6 out of 8 Expertise in the company’s industries and end markets it serves	6 out of 8 Experience with operations and business strategy outside the U.S.	5 out of 8 Experience with complex manufacturing/operations

Strategy/Marketing	Technology/Innovation	Sustainability

5 out of 8 Experience in or management responsibility for developing business or marketing strategies	3 out of 8 Experience in research and development, engineering, science, digital media or technology	2 out of 8 Experience overseeing environmental, social and other sustainability initiatives

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

NICK L. STANAGE

Chairman, Chief Executive Officer and President
Hexcel Corporation

Age: 63

Director Since: 2013

Core Competencies:

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

Career Highlights:

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

Other Current Public Company Directorships:

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

JEFFREY C. CAMPBELL

Executive Vice President and Chief Financial Officer
American Express Company

Age: 61

Director Since: 2003 (Lead Director since 2018)

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

Core Competencies:

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

Career Highlights:

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

Other Current Public Company Directorships:

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

CYNTHIA M. EGNOTOVICH

Retired President, Aerospace Systems Customer Service
United Technologies Corporation

Age: 64

Director Since: 2015

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

Core Competencies:

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

Career Highlights:

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

Other Current Public Company Directorships:

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

Former Public Company Directorships:

n	The Manitowoc Company (2008-2016)

THOMAS A. GENDRON

Chairman, Chief Executive Officer and President
Woodward, Inc.

Age: 61

Director Since: 2010

Committees: Compensation

Core Competencies:

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

Career Highlights:

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

Other Current Public Company Directorships:

n	Woodward, since January 2005 (Chairman)

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

DR. JEFFREY A. GRAVES

Chief Executive Officer and President
3D Systems Corporation

Age: 60

Director Since: 2007

Committees: Compensation; Nominating, Governance and Sustainability

Core Competencies:

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

Career Highlights:

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

Other Current Public Company Directorships:

n	3D Systems Corporation, since June 2020

Former Public Company Directorships:

n	FARO Technologies, Inc. (2017-2021)
n	MTS Systems Corporation (2012-2020)
n	Teleflex Incorporated (2007-2017)
n	C&D Technologies, Inc. (2005-2012)

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

GUY C. HACHEY

Retired President and Chief Operating Officer
Bombardier Aerospace, Inc.

Age: 66

Director Since: 2014

Committees: Compensation (Chair)

Core Competencies:

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

Career Highlights:

n	Former President and Chief Operating Officer of Bombardier Aerospace, Inc. (May 2008-July 2014)
n	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
n	Variety of manufacturing and engineering leadership positions at General Motors Corporation

Other Current Public Company Directorships:

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

DR. MARILYN L. MINUS

Chair of the Department of Mechanical and Industrial Engineering
Northeastern University

Age: 44

Director Since: 2020

Committees: Nominating, Governance and Sustainability

Core Competencies:

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

Career Highlights:

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

CATHERINE A. SUEVER

Retired Executive Vice President – Finance and Administration and Chief Financial Officer
Parker Hannifin Corporation

Age: 63

Director Since: 2018

Committees: Audit

Core Competencies:

n	Extensive experience in finance and accounting; SEC “audit committee financial expert”
n	Significant experience in compliance, risk management, financing, systems solutions and investor relations
n	Senior leadership and management role at a global manufacturing organization serving both aerospace and industrial markets

Career Highlights:

n	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)
n	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
n	Member of the American Institute of Certified Public Accountants

Other Current Public Company Directorships:

n	Ingredion, Inc., since August 2021 (audit committee)

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Independence of Directors

Our board has affirmatively determined that each current member of our board of directors is independent within the meaning of the listing standards of the NYSE, other than Mr. Stanage, our Chairman of the Board, Chief Executive Officer and President. In addition, the board has determined that the members of the audit committee, compensation committee and nominating, governance and sustainability committee are, and were during the year ended December 31, 2021, independent within the meaning of the NYSE listing standards, including the additional independence requirements of the NYSE applicable to audit committee and compensation committee members. In making its independence determinations, the board considered the following: Dr. Graves was, during 2021, a non-employee director of a company that is our supplier; Mr. Campbell is a non-employee director of a company that provides consulting services to us; and Mr. Hachey is a non-employee director of a company that is both a customer and a supplier of ours. After considering, among other things, purchases by each company that is a customer as a percentage of our total sales, our purchases (if any) of goods or services from each company that is a supplier or service provider as a percentage of such company’s total sales, and that Dr. Graves, Mr. Campbell and Mr. Hachey were not employed by the companies referenced above, the board concluded that our relationships with these companies do not impair Dr. Graves’, Mr. Campbell’s or Mr. Hachey’s independence. In making the independence determination with respect to Dr. Graves and Ms. Suever, the board considered that they were, during 2020, executive officers of companies that are or have been in the last three fiscal years either a supplier or a customer of Hexcel. After considering, among other things, the de minimis amount of the transactions with these companies, the board concluded that our relationships with these companies do not impair Dr. Graves’ or Ms. Suever’s independence.

Board Service

Director Tenure

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

Our corporate governance guidelines also provide that the nominating, governance and sustainability committee is required to consider the previously tendered resignation of any non-employee director who retires, changes his or her employer or experiences a significant reduction in his or her professional or employment responsibilities, and recommend to the board whether to accept such resignation. The board, on the recommendation of the committee, may decline to accept any such resignation. During 2021, no resignations were submitted under this policy.

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

Director Overboarding Policy

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Meetings and Standing Committees of the Board of Directors

General

During 2021, there were seven meetings of the board, and 15 meetings in the aggregate of the three standing committees of the board. Each of the incumbent directors attended or participated in at least 75% of the aggregate number of board meetings and applicable committee meetings held during 2021. A director is expected to regularly attend and participate in meetings of the board and of the committees on which the director serves, and to attend the annual meeting of stockholders, pursuant to the company’s corporate governance guidelines. Each of our directors virtually attended the last annual meeting of stockholders.

During 2021, the board had the following standing committees: audit committee; compensation committee; and nominating, governance and sustainability committee. The board may establish other special or standing committees from time to time. Members of committees serve at the discretion of the board. Each of the three standing committees operates under a charter which is reviewed at least annually by the relevant committee and approved by the board. The charter for each committee requires that all members be independent, as required by NYSE listing standards. Our board has also adopted corporate governance guidelines. All committee charters and the corporate governance guidelines are available through the Investor Relations section of our website, www.hexcel.com, under “Governance.” You may obtain a copy of any of these documents, free of charge, by directing your request to Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or by email to InvestorRelations@Hexcel.com.

The following table provides information regarding the current membership of each standing board committee and the number of meetings held during fiscal year 2021:

Name	Audit	Compensation	Nominating, Governance and Sustainability
Jeffrey C. Campbell	Chair		n
Cynthia M. Egnotovich	n		Chair
Thomas A. Gendron		n
Dr. Jeffrey A. Graves		n	n
Guy C. Hachey		Chair
Dr. Marilyn L. Minus			n
Catherine A. Suever	n
Number of Meetings	8	5	2
Actions by Written Consent	0	0	1

Audit Committee

The audit committee assists the board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications, independence and performance, and our internal audit function. Additional information regarding the audit committee, including additional detail about the functions performed by the audit committee, is set forth in the Audit Committee Report included on page 64 of this proxy statement.

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

The audit committee has adopted procedures for the receipt, retention and handling of complaints regarding accounting, internal controls and auditing matters by employees, stockholders or other persons. Any person with such a complaint should report it to the board as set forth under “Contacting the Board” on page 14. The audit committee has also adopted procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Nominating, Governance and Sustainability Committee

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

The nominating, governance and sustainability committee evaluates the board’s and each committee’s performance at least annually. In addition, the nominating, governance and sustainability committee, in collaboration with the lead director, conducts a peer review of individual directors every other year. The board evaluation process is more fully described under “Board Evaluation Process” on page 12 below.

The nominating, governance and sustainability committee also reviews, at least on an annual basis, and reports to the board on trends and changes with respect to corporate governance law, regulation, and practice and with respect to the company’s sustainability strategy, including initiatives and policies relating to environmental stewardship, corporate social responsibility and corporate culture. The committee also considers any other corporate governance and sustainability issues that arise from time to time and develops related recommendations for the board to consider.

Director Candidate Process

Under the charter of the nominating, governance and sustainability committee and our corporate governance guidelines, the nominating, governance and sustainability committee is responsible for assessing the appropriate balance of criteria required of board members and, in considering potential director candidates, will consider, among other things, the background and qualifications of the potential director candidate, including knowledge, experience, diversity (such as race, gender and national origin), personal and professional integrity, business judgment, time availability in light of other commitments, potential conflicts of interest and such other factors that the nominating, governance and sustainability committee considers appropriate in the context of the needs or stated requirements of the board, including the core competencies. The nominating, governance and sustainability committee has independent authority to select and retain a search firm to assist it in identifying qualified candidates for board membership and has the sole authority to approve the search firm’s fees and terms of engagement.

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

The nominating, governance and sustainability committee will consider director candidates recommended by stockholders, as well as by other sources, including our non-management directors, our chief executive officer, and other executive officers. In considering candidates submitted by stockholders, the committee will take into consideration the needs of the board and the qualifications of the candidate, according to the criteria set forth above. To have a candidate considered by the committee, a stockholder must submit the recommendation in writing to the Corporate Secretary at the address listed below under “Contacting the Board” so that it is received at least 120 days prior to the anniversary date of our prior year’s annual meeting of stockholders. For the 2023 Annual Meeting of Stockholders, such recommendations must be received by the Corporate Secretary no later than January 5, 2023. The stockholder must supply the following with his or her recommendation, as well as certain other information, as described in our Bylaws:

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

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

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

Compensation Committee

The compensation committee articulates our compensation policy and principles, reviews and approves our compensation programs, including director compensation, and oversees our benefit plans. In this regard, the compensation committee oversees the administration of our incentive plans and may make grants, for example, of non-qualified stock options (“NQOs”), restricted stock units (“RSUs”) and PSAs to executive officers, other key employees, directors and consultants; any such grants to Mr. Stanage are subject to approval by our independent directors. The compensation committee may delegate its authority to a subcommittee of its members.

Additional information regarding the compensation committee, including additional detail about the policies and principles regarding our compensation program, and information concerning the compensation consultant retained by the compensation committee (including a description of services provided by the consultant), is set forth under “Compensation Discussion and Analysis” beginning on page 24 of this proxy statement.

Board Leadership Structure

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

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

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

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

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

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

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

n	Oversees the flow of information to the board;

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

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

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

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

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

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Under our corporate governance guidelines, non-management directors are required to meet in executive session, without management, on a regularly scheduled basis, but no less than two times a year.

Board Evaluation Process

Board and committee evaluations play a critical role in ensuring the effective functioning of the board of directors. Our corporate governance guidelines assign responsibility for overseeing the annual board and committee evaluation process to the nominating, governance and sustainability committee. The evaluation process is adopted by the board upon recommendation of the nominating, governance and sustainability committee. The current board and committee evaluation process involves two steps. First, every year each director completes a questionnaire evaluating the board of directors as a whole and each standing committee of the board on which he or she serves, including feedback on board and committee effectiveness, size, composition and frequency of meetings, director access to management and the sufficiency and timeliness of information and materials provided by management, and the sufficiency of processes for risk oversight, as well as the overall mix of director skills, experience and backgrounds. The results of the survey are aggregated, summarized by the General Counsel, and presented to the nominating, governance and sustainability committee, which then provides a report, with recommendations of governance changes, if any, to the board and each committee. Second, every other year, a peer review is conducted, to provide feedback on the experience, background, skills, overall commitment and contribution to the effectiveness of the board of each director, with the last peer review having been conducted in 2021 and the next one scheduled for 2023. The lead director interviews each of the other directors to obtain an evaluation of all of the other directors, except the lead director. The chair of the nominating, governance and sustainability committee conducts a similar interview of each other director evaluating the lead director. Each director then receives feedback from the lead director, and the lead director receives feedback from the chair of the nominating, governance and sustainability committee. The evaluations by each director remain anonymous to the extent reasonable. If the lead director or the chair of the nominating, governance and sustainability committee believes that significant issues arise from the peer evaluations, he or she presents those concerns to the board.

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Risk Oversight

Board of Directors The board is actively involved in overseeing our risk management, both directly and through its standing committees, which provide regular reports to the board. Management presents to the board at least twice annually regarding material risks facing the company, during which the board helps management define key risk and business continuity indicators, and determines any additional actions that should be taken to mitigate the risks. The board is regularly provided updates from leaders of our business units and at least once annually engages in an in-depth strategic review where the most significant risks affecting the company’s long-term plan are discussed. Our Chief Information Officer reviews information technology and cybersecurity risks and the measures implemented to mitigate such risks with the board at least once annually. The board receives a presentation on sustainability from members of the sustainability strategy team comprised of senior level company employees representing each of the company’s business units and funtional groups, including matters related to climate change and long-term emissions reduction goals, during the board’s annual strategic planning meeting. Management updates the board at least once annually on significant human capital matters related to succession planning, diversity and inclusion, employee health and safety, and talent attraction, retention and development. Audit Committee Oversees risks related to: financial statements and financial reporting and accounting and internal controls, including meeting in executive session with independent auditor and internal audit currency exchange and hedging policies tax insurance regulatory compliance internal ethics and compliance program Compensation Committee Oversees risks related to: board and executive compensation policies and practices welfare and benefit plans talent attraction, motivation and retention Nominating, Governance & Sustainability Committee Oversees risks related to: corporate governance practices board succession sustainability strategy and long-term goals related to the company’s sustainability pillars listed on page iv, including receiving a presentation on sustainability (similar to the one provided to the board Senior Management The company has an active enterprise risk management program, which is designed to measure, manage and aggregate risks on an enterprise-wide basis, and provide a systematic approach to risk assessment and mitigation. Under the enterprise risk management program, management identifies and assesses various risks facing the company (including internal risks related to our operations, strategy, financial condition, and employees, and external risks related to our markets, geographic locations and geopolitical conditions, global supply chain, cybersecurity, regulatory environment, sustainability, including climate change, and macroeconomic outlook), taking into account the likelihood of occurrence and potential impact. Management is responsible for developing an action plan to eliminate, mitigate or monitor such risks.

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Succession Planning

At least annually, the board engages in a review of management development and succession planning to assess organizational and leadership effectiveness and conducts in-depth discussions regarding specific succession and contingency planning for all key senior leadership positions. In addition to the nominating, governance and sustainability committee’s review of the company’s human capital management actions and diversity and inclusion initiatives as part of its oversight of sustainability strategy, during the board’s review of management development and succession planning, the full board reviews information related to the company’s diversity and inclusion metrics and initiatives, as well as other human capital strategy matters, including talent attraction, retention and development programs.

Stockholder Engagement

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

Contacting the Board

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

Code of Business Conduct

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

Director Compensation in 2021

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

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

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

n	$25,000 for the lead director;

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

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

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

Each committee chair receives the following additional annual compensation:

n	$12,500 for the audit committee chair;

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

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

Under our non-employee director compensation program, each non-employee director is permitted to elect to receive RSUs in lieu of his or her annual cash retainer (“Retainer RSUs”). In addition, upon initial election to the board and each reelection thereafter, each non-employee director receives a grant of RSUs (“Annual RSUs”) in an amount determined by the compensation committee following its receipt of the advice of its independent compensation consultant and its consideration of other relevant factors. The grant date value of Annual RSUs issued to directors in 2021 was $120,000. Non-employee director RSUs vest daily over the twelve months following the date of grant and convert into an equivalent number of shares of our common stock on the first anniversary of grant unless the director elects to defer conversion and delivery of the shares underlying the RSUs until termination of service as a director. Vesting of Retainer RSUs is accelerated upon any termination of service as a director. If and when cash dividends are declared on shares of our common stock, we provide dividend equivalents for each RSU then held by the non-employee director equal to the cash dividend that we pay to holders of our common stock, which vest at the same time as the underlying RSUs to which they relate and are paid in cash.

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

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

HEXCEL CORPORATION | 2022 Proxy Statement

PROPOSAL 1—Election of Directors

The table below summarizes the compensation paid by the company to non-employee directors for the fiscal year ended December 31, 2021:

	Fees Earned or Paid in Cash		Stock Awards		Total
Name	($)⁽¹⁾		($)⁽²⁾⁽³⁾		($)
Jeffrey C. Campbell		125,342		119,996		245,338
Cynthia M. Egnotovich		93,000		119,996		212,996
Thomas A. Gendron		80,500		119,996		200,496
Dr. Jeffrey A. Graves		85,342		119,996		205,338
Guy C. Hachey		88,000		119,996		207,996
Dr. Marilyn L. Minus		84,197		119,996		204,193
Catherine A. Suever		82,842		119,996		202,838

⁽¹⁾	The amounts in this column represent the fees that were earned or paid in cash plus the grant date fair value of Retainer RSUs granted to Mr. Campbell, Dr. Graves and Ms. Suever, who each elected to receive Retainer RSUs in lieu of their annual cash retainer for 2021. On January 15, 2021, April 9, 2021, July 2, 2021, and October 8, 2021, Mr. Campbell, Dr. Graves and Ms. Suever were each issued 378, 321, 296 and 294 Retainer RSUs in lieu of their quarterly annual retainer payments, respectively, having a grant date fair value per Retainer RSU granted of $48.17, $56.73, $61.52 and $61.95, 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, 2021.

⁽²⁾	The grant date fair value of each Annual RSU granted to directors on May 10, 2021 was $53.81, computed in accordance with ASC 718.

⁽³⁾	As of December 31, 2021, each of our non-employee directors held 2,230 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 2021 Annual Meeting of Stockholders have either been converted into common stock or are subject to a director election to defer conversion. Each director (other than Ms. Suever and Dr. Minus) elected to defer conversion and delivery of common stock underlying the RSUs granted in 2021 until termination of his or her service as a director.

HEXCEL CORPORATION | 2022 Proxy Statement



EXECUTIVE OFFICERS

Set forth below is certain information concerning each of our current executive officers as of the date of this proxy statement. For additional information concerning Mr. Stanage, who has been an executive officer of Hexcel since 2009, see “PROPOSAL 1—ELECTION OF DIRECTORS—Information Regarding the Directors” on page 1.

PATRICK J. WINTERLICH

Executive Vice President, Chief Financial Officer

Executive Officer Since: 2017

Age: 52

Career Highlights:

n	Executive Vice President and Chief Financial Officer of Hexcel since September 2017.
n	Prior leadership roles of increasing significance at Hexcel since 1998 in Finance, Operations and Information Technology, most recently Senior Vice President—Tax, Systems and Enterprise Reporting (March 2016-August 2017).
n	Served in several financial capacities at Courtaulds plc, a U.K. international chemicals company.
n	Member of the Chartered Institute of Management Accountants.

GINA FITZSIMONS

Senior Vice President, Chief Human Resources Officer

Executive Officer Since: 2022

Age: 51

Career Highlights:

n	Senior Vice President, Chief Human Resources Officer of Hexcel since January 2022; Vice President, Global Total Rewards and Talent (May 2020-January 2022); and Vice President, Global Total Rewards (June 2019-May 2020).
n	Prior leadership roles of increasing significance at Avon Products, Inc. (2007-2017), including Group Vice President—Global Total Rewards and Human Resources Business Partner (2016-2017), Vice President, Human Resources Business Partner (2014-2016) and Vice President, Total Rewards Leader (2011-2014).
n	Various global compensation and business development roles at Reader’s Digest (2001-2007) and Citigroup (1997-2001).

HEXCEL CORPORATION | 2022 Proxy Statement

EXECUTIVE OFFICERS

ROBERT G. HENNEMUTH

Executive Vice President, Chief of Staff

Executive Officer Since: 2006

Age: 66

Career Highlights:

n	Executive Vice President, Chief of Staff of Hexcel since January 2022; Executive Vice President, Human Resources and Communications (2016-2022); and Senior Vice President, Human Resources (2006-2016).
n	Previously Vice President—Human Resources of Jacuzzi Brands, Inc. (July 2003-September 2005).
n	Served as Vice President of Human Resources & Communications for various businesses at Honeywell International Inc. and AlliedSignal Inc. prior to its acquisition of Honeywell (December 1996-June 2003).

GAIL E. LEHMAN

Executive Vice President, General Counsel and Secretary

Executive Officer Since: 2017

Age: 62

Career Highlights:

n	Executive Vice President, General Counsel and Secretary of Hexcel since January 2017.
n	Previously Chief Administrative Officer, General Counsel & Corporate Secretary (March 2012-December 2016); Vice President of Human Resources, General Counsel and Corporate Secretary (February 2011-March 2012); and Vice President, General Counsel and Secretary (January 2010-February 2011) at Noranda Aluminum Holding Corporation.*
n	Served as Vice President, General Counsel and Corporate Secretary for Hawker Beechcraft Corporation (July 2007-August 2009) and Covalence Specialty Materials Corporation (April 2006-May 2007).
n	Various positions of increasing responsibility in the Honeywell International Inc. Law Department (1993-April 2006), including Assistant General Counsel, Treasury and Finance, and Assistant Secretary (November 2001-April 2006).

*	On February 8, 2016, Noranda filed for bankruptcy protection under the U.S. Bankruptcy Code.

HEXCEL CORPORATION | 2022 Proxy Statement

EXECUTIVE OFFICERS

THIERRY MERLOT

President, Aerospace, Europe, Middle East, Africa and Asia Pacific and Industrial

Executive Officer Since: 2016

Age: 62

Career Highlights:

n	President, Aerospace, Europe, Middle East, Africa and Asia Pacific and Industrial of Hexcel since May 2020; President, Aerospace, Europe, Middle East, Africa and Asia Pacific (May 2016-May 2020); and Vice President and General Manager—Aerospace, Europe, Middle East, Africa and Asia Pacific (2010-May 2016).
n	Previously held various sales and marketing positions in Europe and Asia Pacific for Ciba-Geigy (1988-1996), until Hexcel and Ciba-Geigy’s Composites business merged in 1996.
n	Served as R&D process engineer and Quality Manager for composite materials at Dassault Aviation (1983-1988).

COLLEEN PRITCHETT

President, Aerospace, Americas

Executive Officer Since: 2018

Age: 48

Career Highlights:

n	President, Aerospace, Americas at Hexcel since November 2018, and President, Aerospace, Americas and Fibers (May 2020-January 2022).
n	Previously held various roles of increasing responsibility at E.I. du Pont de Nemours and Company (June 1996-November 2018), including Global Business Director and President of the Electronics & Imaging Advanced Printing business (January 2016-November 2018); Global Business Director and President of the Electronics & Communications Microcircuit Materials business in Taiwan (May 2015-December 2015); and Asia Pacific Director of the Performance Polymers business in Shanghai, China (July 2013-May 2015).
n	Prior roles at du Pont include Global Business Director of the Performance Polymers Kalrez® and Vespel® business; Strategic Planning Manager for the DuPont Company; Strategic Planning Manager for the Performance Coatings business; Americas Business Manager; North America Sales and Distribution Manager; National Accounts Team Sales Manager; and roles in Engineering, Finance and Sales.

HEXCEL CORPORATION | 2022 Proxy Statement



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Beneficially Owned by Principal Stockholders

The following table sets forth certain information as of December 31, 2021 with respect to the ownership by any person known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of Hexcel common stock (the number of shares held by each listed stockholder may have changed subsequent to December 31, 2021):

Name	Number of Shares of Common Stock	Percent of Common Stock⁽¹⁾
BlackRock, Inc.⁽²⁾	7,944,920	9.45%
Morgan Stanley⁽³⁾	7,773,681	9.25%
The Vanguard Group, Inc.⁽⁴⁾	7,597,731	9.04%
AllianceBernstein L.P.⁽⁵⁾	5,852,642	6.96%
EARNEST Partners, LLC⁽⁶⁾	4,376,694	5.21%

⁽¹⁾	Based on 84,035,687 shares of common stock outstanding as of March 14, 2022.
⁽²⁾	BlackRock, Inc. is the parent of several subsidiaries that hold the shares listed in the table, of which BlackRock Fund Advisors beneficially owns more than 5% of the company’s common stock. Of the shares listed, BlackRock has sole voting power with respect to 7,584,105 shares and sole dispositive power with respect to 7,944,920 shares. BlackRock’s business address is 55 East 52nd Street, New York, NY 10055. The number of shares listed in the table and the information in this footnote are derived from an Amendment to the Schedule 13G filed by BlackRock with the SEC on February 7, 2022.
⁽³⁾	Morgan Stanley is the parent holding company that holds shares listed in the table, which shares are owned, or may be deemed to be beneficially owned, by Boston Management and Research, a wholly owned subsidiary of Morgan Stanley. Morgan Stanley has shared voting power with respect to 7,564,921 shares and shared dispositive power with respect to 7,773,681 shares. Boston Management and Research has shared voting power with respect to 4,616,862 shares and shared dispositive power with respect to 4,616,862 shares. Morgan Stanley’s business address is 1585 Broadway, New York, NY 10036. Boston Management and Research’s business address is Two International Place, Boston, MA 02110. The number of shares listed in the table and the information in this footnote are derived from an Amendment to the Schedule 13G jointly filed by Morgan Stanley and Boston Management and Research with the SEC on February 10, 2022.
⁽⁴⁾	The Vanguard Group, Inc. is the parent of several subsidiaries that hold the shares listed in the table, none of which individually holds more than 5% of the company’s common stock. The Vanguard Group, Inc. has shared voting power with respect to 38,940 shares, sole dispositive power with respect to 7,489,637 shares and shared dispositive power with respect to 108,094 shares. The Vanguard Group’s business address is 100 Vanguard Boulevard, Malvern, PA 19355. The number of shares listed in the table and the information in this footnote are derived from an Amendment to the Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2022.
⁽⁵⁾	AllianceBernstein L.P. has sole voting power with respect to 4,339,299 shares, sole dispositive power with respect to 5,762,082 shares and shared dispositive power with respect to 90,560 shares. AllianceBernstein L.P.’s business address is 1345 Avenue of the Americas, New York, NY 10105. The number of shares listed in the table and the information in this footnote are derived from a Schedule 13G filed by AllianceBernstein L.P. with the SEC on February 14, 2022.
⁽⁶⁾	EARNEST Partners, LLC has sole voting power with respect to 3,072,307 shares and sole dispositive power with respect to 4,376,694 shares. EARNEST Partners, LLC’s business address is 1180 Peachtree Street NE, Suite 2300, Atlanta, GA 30309. The number of shares listed in the table and the information in this footnote are derived from an Amendment to the Schedule 13G filed by EARNEST Partners, LLC with the SEC on February 14, 2022.

HEXCEL CORPORATION | 2022 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Beneficially Owned by Directors and Officers

The following table contains information regarding the beneficial ownership of shares of Hexcel common stock as of March 14, 2022 by our current directors and the executive officers listed in the Summary Compensation Table and by all current directors and executive officers as a group. Except as otherwise indicated in the footnotes to the table, we have been informed that each person listed had sole voting power and sole investment power over the shares of common stock shown opposite his or her name.

Name	Number of Shares of Common Stock⁽¹⁾⁽²⁾	Percent of Common Stock⁽³⁾⁽⁴⁾
Nick L. Stanage	750,340	*
Jeffrey C. Campbell	55,435	*
Cynthia M. Egnotovich	18,114	*
Thomas A. Gendron⁽⁵⁾	53,775	*
Dr. Jeffrey A. Graves	49,745	*
Guy C. Hachey	18,323	*
Dr. Marilyn L. Minus	4,372	*
Catherine A. Suever	10,209	*
Patrick J. Winterlich	72,011	*
Robert G. Hennemuth	132,395	*
Gail E. Lehman	42,630	*
Thierry Merlot	83,082	*
All current executive officers and directors as a group (14 persons)	1,315,510	1.55%

⁽¹⁾	Beneficial ownership is determined in accordance with SEC regulations. Therefore, the table lists all shares as to which the person listed has or shares the power to vote or to direct disposition, including (a) shares underlying vested RSUs, (b) shares underlying RSUs that will vest within 60 days following March 14, 2022, (c) shares underlying Retainer RSUs granted to Dr. Graves, Mr. Campbell and Ms. Suever as a result of such person’s election to receive his or her annual cash retainer in RSUs, and (d) NQOs exercisable as of March 14, 2022 or within 60 days thereafter. Shares underlying these RSUs and NQOs are considered outstanding and beneficially owned for the purpose of computing the holder’s percentage of beneficial ownership, but not considered outstanding for the purpose of computing the percentage of beneficial ownership of any other person. The aggregate number of shares underlying such RSUs and NQOs were as follows: Mr. Stanage 467,055; Mr. Campbell 47,632; Ms. Egnotovich 18,114; Mr. Gendron 31,755; Dr. Graves 46,745; Mr. Hachey 18,323; Dr. Minus 2,230; Ms. Suever 2,230; Mr. Winterlich 56,121; Mr. Hennemuth 84,478; Ms. Lehman 34,866; Mr. Merlot 46,571; and all current executive officers and directors as a group 875,462.
⁽²⁾	None of our directors or current executive officers has pledged any of our common stock.
⁽³⁾	Based on 84,035,687 shares of common stock outstanding as of March 14, 2022.
⁽⁴⁾	An asterisk represents beneficial ownership of less than 1%.
⁽⁵⁾	Amount includes (a) 220 shares held by TEAGII LLP, a limited partnership, as Mr. Gendron has shared investment and voting control over such shares with his wife, (b) 10,890 shares held by The 2020 Gendron Legacy Trust, a family trust of which Mr. Gendron’s wife is the trustee and Mr. Gendron’s wife and children are among the beneficiaries, and (c) 10,890 shares held by The Gendron Descendants Trust, a family trust of which Mr. Gendron is the trustee and the children of Mr. Gendron are among the beneficiaries. The information in this footnote was derived from a Form 5 filed by Mr. Gendron with the SEC on January 29, 2021.

HEXCEL CORPORATION | 2022 Proxy Statement



A LETTER FROM THE COMPENSATION COMMITTEE

Dear Fellow Stockholders,

Delivering pay for performance that is aligned with our stockholders’ interests is the hallmark of our executive compensation program at Hexcel. Our leadership team focuses carefully on the key short and long-term metrics that are critical to executing our business strategy, delivering growth, and driving stockholder value.

Our compensation programs continue to be primarily performance-based, with a significant portion of executive pay at-risk. We intend to set performance targets that are rigorous and reflective of the business plan we communicate to investors. Ever since our first say-on-pay vote in 2011, our stockholders have overwhelmingly supported our executive compensation programs. We appreciate your support and are committed to the continued alignment of executive pay with stockholder interests.

With the onset of the COVID-19 pandemic in the first quarter of 2020 and its impact on the global economy, and especially the commercial aerospace industry, we pivoted quickly and adapted our approach to executive compensation to address Hexcel’s changing priorities.

Immediate Compensation Actions

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

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

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

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

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

Consistent with our compensation philosophy and principles, even though 2020 incentive targets were largely unattainable due to the impact of the pandemic on our results, the compensation committee did not adjust 2020 performance targets for named executive officers, resulting in a 19.3% payout under our 2020 cash incentive plan and a 0% payout on the PSAs with a performance period ending December 31, 2020.

Management Resilience in COVID-19 Response

While the impact of the COVID-19 crisis raised particular challenges for Hexcel and the price of our common stock, our strong business fundamentals and balance sheet left us well-positioned to navigate the crisis with strength and resiliency. In 2020, the named executive officers took immediate action to align our business with our markets and customers, driving significant accomplishments across the company, including:

n	Rightsizing the business through an approximately 35% reduction in workforce; curtailing discretionary spending and eliminating non-essential capital expenditures; temporarily reducing our manufacturing operations, reorganizing and consolidating where possible, to align with the reduced demand;

n	Maintaining relentless focus on keeping employees safe and retaining key talent in an increasingly challenging labor market; and

n	Keeping focus on continuous improvement of safety, quality and on-time delivery, as well as positioning the company to scale for the return to growth.

HEXCEL CORPORATION | 2022 Proxy Statement

A LETTER FROM THE COMPENSATION COMMITTEE

Our management team demonstrated exceptional performance throughout this unprecedented time in Hexcel’s history by taking early and decisive actions to put the safety and welfare of our employees first, while preserving and enhancing the company’s financial flexibility. These early actions positioned us to emerge from the pandemic with a more efficient cost base and well-positioned for growth.

Adapting our Compensation Approach for 2021

The COVID-19 pandemic dramatically affected Hexcel’s financial performance as well as the financial metrics underlying our performance-based compensation programs. Throughout 2020, the compensation committee continually discussed potential approaches for 2021 incentive programs and monitored the compensation practices of our peers and other impacted companies in our industry. In early 2021, when the committee was setting compensation levels, we expected that the COVID-19 pandemic would continue to significantly impact our operating results, but we did not know the duration or severity of the impact.

The committee’s 2021 compensation decisions balanced incentivizing our strong management team to execute on our business strategy to return to growth, with the experience of our stockholders following a year of significant volatility in the aerospace industry and global market. As more fully outlined in detail in our Compensation Discussion and Analysis that follows, in 2021 the compensation committee:

n	Maintained the long-term incentive targets for the PSAs with a performance period ending December 31, 2021, set in January 2019, resulting in a 0% payout for the second consecutive year;

n	Restructured key metrics for our 2021 short and long-term incentive plans to ensure alignment with our business recovery plan and long-term strategy, as well as stockholder interests. Specifically, for our short-term plan, we selected Free Cash Flow, to ensure focus on robust cash flow generation, and Adjusted EBITDA %, focused on growing revenue in a profitable manner. For the long-term plan, our focus is on Incremental Adjusted EBIT Leverage, which is a key metric for our investors and focuses our executive team on earning strong margins on incremental sales and maximizing overhead leverage;

n	Reduced the 2021 annual incentive maximum payout cap from 200% to 100% of target and reduced the 2021-2023 long-term maximum incentive cap from 200% to 150% of target to better align management with stockholders and avoid the potential for management to receive a windfall if our recovery period was shorter than forecasted; and

n	Utilized a performance-based “return to growth” equity incentive opportunity for named executives to ensure a consistent and stable leadership team incentivized to execute on our business strategy and enhance long-term stockholder value.

Looking Ahead to 2022

The compensation committee remains committed to overseeing executive compensation programs that strengthen and reinforce our strategy, attract and retain top talent, and continue to drive long-term stockholder value.

The 2021 incentive plan design included certain one-time features in response to the pandemic’s extraordinary impact on our business and ability to forecast performance. The 2022 incentive plan will reflect a return to a more steady-state design and customary metrics critical to our investors.

We believe this resumption of our more typical practices for 2022 reflects how management’s effective navigation of the pandemic and adjustments to our business strategy have laid the foundation for Hexcel to deliver strong performance in 2022 and beyond.

Thank you again for your continued support and investment in Hexcel.

Guy C. Hachey, Chair
Thomas A. Gendron
Dr. Jeffrey A. Graves

HEXCEL CORPORATION | 2022 Proxy Statement



COMPENSATION DISCUSSION AND ANALYSIS

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

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

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

n	Robert G. Hennemuth, our Executive Vice President, Chief of Staff (during 2021, our Executive Vice President, Human Resources and Communications)

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

n	Thierry Merlot, our President, Aerospace – Europe, Middle East, Africa and Asia Pacific & Industrial

Summary of Key Compensation Decisions for 2021

Our operating performance in 2020 was severely impacted by the effects of the COVID-19 pandemic, which included significant production cuts across major aircraft programs during the year that had a material adverse impact on the demand for our products from our largest customers. As a result, our financial performance fell well below the targets that we set for 2020. Our results clearly reflected an unusual and tumultuous year for our customers, our suppliers, and our Hexcel employees, who remained laser-focused on managing through the challenges at hand.

In 2021, when the compensation committee was setting compensation levels, we expected that the COVID-19 pandemic would continue to significantly impact our operating results, but we did not know the duration and severity of the impact. At that time, we projected that the first quarter of 2021 would be the low point of the pandemic-driven demand cycle, and we expected supply chain destocking to wind down in the second quarter and to be mostly behind us as we entered the second half of the year. We were anticipating a gradual return to top line growth in 2021 and therefore continued our relentless focus on controlling costs to ensure our costs did not outpace our return to growth. We were confident that this strategy would enable us to drive strong incremental profits, generate robust positive cash flow, and allow us to emerge from the pandemic as a leaner and stronger company, even better positioned to deliver strong growth and increasing stockholder returns.

After evaluating the uncertainty in the aerospace industry and macroeconomic environment, the compensation committee determined that it was critical to make certain changes to our 2021 compensation program.

HEXCEL CORPORATION | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

First, the compensation committee re-structured the performance metrics for our 2021 incentive compensation programs, so that the compensation of our executive team was directly aligned with our business recovery plan and long-term strategy, as follows:

Short-Term Cash Incentive Metrics

2020		2021
Adjusted EBIT, Adjusted Diluted Earnings Per Share and Cash from Operating Activities (equally weighted)		Specified levels of Free Cash Flow (weighted 60%) and Adjusted EBITDA % (weighted 40%)

The Free Cash Flow goal, which is a key metric for investors, focused our executive team on generating robust cash flow. The Adjusted EBITDA % goal focused our executive team on maximizing cash profit relative to any given revenue level, thereby incorporating an incentive to grow revenue in a profitable manner and to control costs.

Long-Term Incentive Metrics

2020		2021
Return on Invested Capital and Relative EPS Growth 2020-2022 performance period		Specified level of Incremental Adjusted EBIT Leverage each year 2021-2023 performance period

n	The substitution of the Incremental Adjusted EBIT Leverage, which is a key metric for our investors, for the 2021-2023 performance period focused our executive team on earning strong margins on incremental sales and maximizing overhead leverage.

Second, the compensation committee addressed the challenge of setting performance targets in an unpredictable and volatile economic environment.

n	For 2021, the compensation committee reduced the cap applied to the total payout to 100% of the target opportunity under the annual incentive plan and to 150% of the target award opportunity under the PSAs. The compensation committee imposed these caps given the uncertainty as to the duration and severity of the pandemic impact, and, specifically, to avoid the senior leadership team receiving a windfall if our recovery period was shorter than forecasted. Consistent with past practice, payouts under our 2021 incentive plans ranged from 0% to 200% of the target award opportunity apportioned to each performance goal, subject to the applicable overall cap.

n	Consistent with past practice, the compensation committee retained a three-year performance period for our PSAs, with the goals established at the time of grant. For the 2021-2023 performance period, however, the payout is based on a weighted average achievement level over three separate annual periods: 20% of the shares could be earned based on 2021 performance (relative to the baseline revenue in the board approved plan for 2021), 40% of the shares could be earned based on 2022 performance (relative to 2021 actual revenue results), and 40% of the shares could be earned based on 2023 performance (relative to 2022 actual revenue results). This approach to goal setting addressed the challenge of forecasting goals over a three-year performance period in an uncertain business environment, while maintaining a long-term focus for our executives since the annual goals in 2022 and 2023 reflect year-over-year increases in Incremental Adjusted EBIT Leverage, and 80% of the award was apportioned to those later periods. To further drive performance and align the interests of management with our stockholders, a minimum of 1% incremental revenue must be achieved for each year to be eligible to earn the shares allocable to that year.

HEXCEL CORPORATION | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Third, the compensation committee understood that, in order to navigate the turbulent business environment and execute on our business recovery plan and long-term strategy, the company needed to maintain a consistent and strong leadership team.

n	The compensation committee recognized that our retention risk was significantly increased by a growing gap between the pay realized by our executives and their target direct compensation opportunity levels. It was clear by the middle of 2020 that our incentive targets were largely unattainable due to the impact of the pandemic. Consistent with our pay for performance philosophy, the compensation committee did not adjust our incentive plan targets to reflect the pandemic impact. As a result, our 2020 annual incentive plan for senior management paid at only 19.3% of the target opportunity, and there was no payout under the PSAs for the 2018-2020 performance cycle. We also projected a zero payout under our PSAs for the 2019-2021 performance cycle, which was confirmed at the end of 2021. The compensation committee determined that it needed to reinstitute incentives for longer-term performance by providing executives an opportunity to close this compensation gap, particularly in light of the evolving and highly competitive external market for executive talent. As a result, the compensation committee approved a “return to growth” equity compensation opportunity for our executives.

n	The compensation committee firmly believes that the “return to growth” equity incentive opportunity is consistent with our pay for performance philosophy (see below) and is aligned with stockholder interests, because payment of the opportunity is variable and not guaranteed. The “return to growth” equity incentive compensation opportunity was granted in the same form as our annual equity incentive program: (i) for Mr. Stanage, 62.5% PSAs and 37.5% NQOs, and (ii) for the other named executive officers, 37.5% PSAs, 37.5% NQOs and 25% RSUs. Therefore, as with our standard equity incentive compensation program, a substantial portion of the “return to growth” opportunity constitutes variable compensation that is tied to our financial performance. Our leadership team will benefit from the “return to growth” opportunity only if it executes on our business strategy and enhances long-term stockholder value.

Fiscal 2021 Performance

While the aerospace industry began to see signs of recovery toward the end of 2021, including an increase in domestic air travel, our operating performance for the full year continued to be impacted by the effects of the COVID-19 pandemic, which included significant supply chain destocking during the first half of 2021:

n	Sales were $1,325 million in 2021, a decrease of 11.8% (12.6% in constant currency) compared to 2020.

n	Diluted net income per common share was $0.19 in 2021, compared to $0.38 in 2020.

n	Adjusted diluted earnings per share was $0.27 in 2021, as compared to $0.25 in 2020. Adjusted diluted earnings per share is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share.

n	Net cash provided by operating activities was $151.7 million in 2021, compared to $264.3 million in 2020. Free cash flow, a non-GAAP financial measure, was $123.8 million in 2021, compared to $213.7 million in 2020. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $27.9 million in 2021 and $50.6 million in 2020.

Executive Compensation Overview

Our Compensation Philosophy and Principles

Our 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.

Our compensation principles, as articulated by the compensation committee, are to:

n	Attract, retain and motivate high caliber executive talent

n	Ensure that a significant portion of total target compensation is variable compensation based on the company’s performance

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COMPENSATION DISCUSSION AND ANALYSIS

n	Encourage long-term focus while recognizing the importance of short-term performance

n	Determine compensation based on forward looking considerations and not solely on the basis of past compensation or results

n	Align executives’ and stockholders’ interests by requiring executive officers to meet ownership guidelines and prohibiting them from pledging our stock or engaging in short sales or any hedging or monetization transactions involving our stock

n	Establish goals for performance-based compensation that are challenging yet attainable

n	Discourage excessive risk taking by structuring pay to consist of both fixed and variable elements, using a mix of short- and long-term company performance-based metrics and setting maximum total payouts

n	Prevent and remedy executive misconduct, and impose appropriate discipline on individuals who engage in misconduct

n	Make compensation decisions that are equitable and shared by all employees based on our “One Hexcel” company value

n	Encourage retention and motivation of our talent, which is even more critical as we work through our recovery and on returning to growth; incentivize key talent to focus on overcoming challenges with fewer resources to deliver results

n	Continue to align executive compensation with the interests of our stockholders by ensuring stockholder value through stock price appreciation and stockholder returns

n	Consider key strategic measures (financial and non-financial) in incentive plan design

We believe that the structure of our compensation program, which is explained in detail below, is consistent with these principles.

Structure of Our Compensation

Our pay for performance philosophy is demonstrated by the way we have structured the elements of our compensation, 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 Mr. Stanage, RSUs.

Total Direct Compensation—Key Elements
Short-Term Cash Incentives			Long-Term Equity Incentive Award
Base Cash Salary			PSAs
Base salaries are reviewed annually and are increased based on performance, peer benchmarking or at the time of a change in position or assumption of new responsibilities.			Performance-based vesting at the end of a three-year period, based on accomplishing specific level of Incremental Adjusted EBIT Leverage at the end of each year.
Annual Cash Incentive Award			Stock Options
Annual incentive program with payouts based on accomplishing specific financial performance measures. For 2021 these were:			Time-based vesting; 12, 24 and 36 months from the grant date in three equal installments.
(1) Free Cash Flow (60%) (2) Adjusted EBITDA % (40%)			RSUs Time-based vesting; 12, 24 and 36 months from the grant date in three equal installments.

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COMPENSATION DISCUSSION AND ANALYSIS

As demonstrated below, a significant amount of target compensation for our named executive officers constitutes variable compensation tied to our financial performance. This is particularly the case for Mr. Stanage, as he does not receive RSUs, but, rather, a greater percentage of PSAs.

Total Direct Compensation—NEO Target Pay Mix

In addition to health and welfare and retirement plans made available to our U.S.-based employees, we provide our named executive officers with some or all of the following benefits: a non-qualified deferred compensation plan, supplemental retirement benefits and severance arrangements with respect to specified termination of employment events. See “Ongoing and Post-Employment Arrangements,” below for additional information. We provide limited personal benefits to our named executive officers, as described below under “2021 Compensation – Personal Benefits.”

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COMPENSATION DISCUSSION AND ANALYSIS

2021 Total Direct Compensation Levels

Named Executive Officer		Changes to Total Direct Compensation for 2021
	Nick L. Stanage	• Base salary unchanged • Target MICP award opportunity unchanged at 105% of base salary • Target equity incentive compensation opportunity unchanged at 435% of base salary
	Patrick J. Winterlich	• Base salary increased by 4% • Target MICP award opportunity increased from 70% to 75% of base salary • Target equity incentive compensation opportunity increased from 170% to 175% of base salary
	Robert G. Hennemuth	• Base salary increased by 2% • Target MICP award opportunity unchanged at 60% of base salary • Target equity incentive compensation opportunity unchanged at 145% of base salary
	Gail E. Lehman	• Base salary increased by 2.5% • Target MICP award opportunity unchanged at 60% of base salary • Target equity incentive compensation opportunity unchanged at 150% of base salary
	Thierry Merlot	• Base salary increased by 4% • Target MICP award opportunity unchanged at 60% of base salary • Target equity incentive compensation opportunity increased from 115% to 120% of base salary

Stockholder Advisory Vote on Executive Compensation

At our 2021 Annual Meeting of Stockholders, our stockholders approved, on an advisory basis, the compensation of our named executive officers. The stockholder vote in favor of our named executive officer compensation totaled approximately 92% of the votes cast, including abstentions. After consideration of the results of the advisory vote, we determined that no revisions to our executive compensation program were necessary in response to the vote.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Best Practices

We follow a number of compensation practices consistent with our stockholders’ interests and best practices:

What We Do

What We Don’t Do

Structure pay so that a considerable portion is variable and performance-based

Maintain stock ownership guidelines for all executive officers and directors

Maintain a clawback policy that applies to executive officer incentive-based compensation

Maintain an independent compensation committee and independent compensation consultant

Limit maximum incentive payouts

Require compensation committee oversight of annual compensation review and risk assessment

No excise tax gross-up under severance agreements (subsequent to 2013) or under our Executive Severance Policy

No pledging, hedging or short selling by our directors or by any Hexcel employee, including executive officers

No repricing of any stock options, including underwater stock options, without stockholder approval

Role of Compensation Committee, Compensation Consultant, Human Resources Department and Chief Executive Officer

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 Mr. Stanage, and determines Mr. Stanage’s compensation, including goals and target award opportunities, subject to ratification by our 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 the 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 policy.

Role of Compensation Consultant – The compensation committee directly engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) to provide advice with respect to its compensation decisions. From time to time, including in 2021, the compensation committee seeks the views of Semler Brossy on items such as incentive program design and market practices. 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 – Mr. Stanage provides recommendations to the compensation committee as to the components of our executive officers’ compensation based on his evaluation of their performance. However, he does not make recommendations regarding his own compensation and is not present during compensation committee discussions regarding his compensation. While the compensation committee considers Mr. Stanage’s compensation recommendations for our other executive officers, the ultimate determinations regarding executive compensation are made by the compensation committee, subject, in the case of Mr. Stanage, to ratification by our independent directors.

HEXCEL CORPORATION | 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Competitive Assessment of Our Compensation

In making its compensation determinations for 2021, the compensation committee took into account several forms of comparative data to gain insight into compensation paid by other companies to executives serving in similar capacities to our named executive officers.

Peer Group

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

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 revenues; 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.

Not every company in our peer group meets all of the peer group screening criteria. For example, five of the peer group companies we referenced with regard to 2021 compensation were below the market capitalization range criterion (though they met the revenue size screening criteria). Nevertheless, we concluded that because those companies satisfied the other 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 2020 were the following:

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

There were only two changes to the peer group from 2020: (i) Esterline Technologies Corporation was removed from the peer group after it was acquired by TransDigm Group Incorporated in 2019, and (ii) Spirit AeroSystems Holdings, Inc. was added to the group.

Other Data

The committee also reviewed compensation data from the Equilar Total Compensation Report, an executive compensation survey, which aggregates information from over 5,000 companies in various industries. The Equilar data was used to compare each of our named executive officers with individuals in the same or similar position in companies with revenues similar to Hexcel. In addition, the compensation committee referenced the Willis Towers Watson 2020 General Industrial Executive Survey, a large compensation survey of hundreds of companies in various industries, as well as a subset consisting of Aerospace & Defense companies within that survey. Due to the breadth of companies in the survey, for purposes of comparison, we size adjust the data based on our revenue. In the case of Mr. Merlot, the compensation committee referenced survey data for executives serving in similar roles with respect to regional businesses with a revenue range comparable to the business for which Mr. Merlot has

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COMPENSATION DISCUSSION AND ANALYSIS

responsibility. The identity of the individual companies comprising the foregoing surveys was not considered by the compensation committee in its evaluation process and, therefore, the compensation committee does not consider such information to be material.

Use of Comparative Data

While the committee views competitive market information as a helpful reference, this information is not the sole determinant of our executive compensation. In establishing appropriate compensation opportunities for the named executive officers, the committee considers a variety of factors, such as, but not limited to, depth of experience, tenure in position, past performance, internal equity, retention risk and market data. For 2021, target compensation for each named executive officer was positioned within a competitive range of the market median.

2021 Compensation

Salaries

For 2021, each of the named executive officers other than Mr. Stanage received a merit increase ranging from approximately 2% to 4%. In approving these salary increases, the compensation committee considered Mr. Stanage’s recommendations, which were based on performance evaluations he provided to the compensation committee, as well as data indicating how the salaries of the named executive officers compared to the peer group (where available), and survey data.

Management Incentive Compensation Plan

The MICP is designed to provide an incentive for eligible participants to help us advance our annual business objectives. Participants, including the named executive officers, are given the opportunity to obtain cash payouts based on our achievement with respect to specified financial measures.

Target Award Opportunity

We provide target award opportunities for our named executive officers based on a percentage of their salary. For those named executive officers on our executive committee (Messrs. Stanage, Hennemuth and Winterlich, and Ms. Lehman), the actual amount received was based entirely upon our performance with regard to the financial measures. For Mr. Merlot, 70% of the target award was based on our performance with regard to the financial measures and 30% was based on achievement of individual goals and objectives. Because of the strong interdependency among our leadership team members for performance of their individual objectives, variations from target award payouts with respect to individual objectives are limited to specific superior or subpar individual performance. However, our overall award pool for the MICP is based solely on our achievement with respect to the financial metrics. While individual performance can increase or decrease an award, the overall award pool does not increase or decrease as a result. The following table shows the target award opportunities for each of our named executive officers with respect to our 2021 MICP:

Name	Salary	Percentage of Salary⁽¹⁾	Target Award Opportunity
Nick L. Stanage	$1,016,236	105%	$1,067,048
Patrick J. Winterlich	$568,854	75%	$426,641
Robert G. Hennemuth	$461,886	60%	$277,131
Gail E. Lehman	$466,515	60%	$279,909
Thierry Merlot ⁽²⁾	$437,215	60%	$262,330


⁽¹⁾	The target award opportunity for Mr. Winterlich was increased by five percentage points in recognition of his strong performance and relative position compared to the survey data considered by the compensation committee.

⁽²⁾	Mr. Merlot’s cash compensation is paid in euros. In determining the dollar amount of his target award opportunity, we converted Mr. Merlot’s salary to U.S. dollars at an exchange rate of 1.137 dollars per euro, which is based on the exchange rate in effect as of December 31, 2021.

Financial Measures Used in the MICP

As noted above, in 2021, we used two financial measures in connection with the MICP: Free Cash Flow (weighted 60%) and Adjusted EBITDA % (weighted 40%).

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COMPENSATION DISCUSSION AND ANALYSIS

How Did We Calculate the Financial Measures?

Free Cash Flow

Free Cash Flow is net cash provided from operating activities of continuing operations, as reflected in the Consolidated Statements of Cash Flows in our quarterly earnings release, less accrued capital expenditures as reported in the footnote to the Consolidated Statements of Cash Flows in our quarterly earnings release. The measurement period is five quarters – October 1, 2020 through December 31, 2021, as the target is set before the prior year is completed and the prior year closing balance sheet as of December 31 is not known.

Adjusted EBITDA %

Adjusted EBITDA % is Adjusted EBIT (as defined below), plus “depreciation and amortization” (as reported in the Consolidated Statements of Cash Flows in our quarterly earnings release), all divided by Revenue (as defined below).

For this purpose, Adjusted EBIT is defined as operating income from continuing operations of the company and its subsidiaries (as reported in the Consolidated Statements of Operations in our quarterly earnings release) plus expenses attributable to merger and acquisition (“M&A”) activities (including expenses with respect to M&A activities that are abandoned), business consolidation and restructuring expense, plus severance costs and plus (minus) other expense (income), net, as reported in our Consolidated Statements of Operations.

Revenue is defined as Net Sales (as reported in the Consolidated Statements of Operations in our quarterly earnings release) and adjusted consistently with Adjusted EBIT in relation to M&A activities (i.e., if expenses and Adjusted EBIT for any given M&A transaction is excluded, the related revenue will also be excluded).

MICP Targets and Awards

With regard to each of the MICP financial measures described above, an executive can receive an award only if a specified threshold level of performance is achieved; no award will be provided with respect to the financial measure if performance is below the threshold level. Once the threshold level of performance is achieved, the award can range from a minimum (threshold) of 50% to a maximum of 200% of the target award allocated to that performance measure. For 2021, however, the overall maximum payout under the MICP was capped at 100% of the percentage of the target award to better align management with stockholders and avoid the possibility of a windfall for management if our recovery period was shorter than forecasted.

For 2021, 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:

		Performance Required (Dollar Amount and Percentage of Target Performance) for

Performance Measure	Target Performance	Threshold Award (50% of Target Award)	Maximum Award (200% of Target Award)
Free Cash Flow⁽¹⁾	$179.1 million	$125.4 million	$232.8 million
		70%	130%
Adjusted EBITDA %	11.6%	8.1%	15.1%
		70%	130%

⁽¹⁾	Covers the performance period from October 1, 2020 through December 31, 2021.

The target and actual performance with respect to each financial measure, and the actual MICP award as a percentage of the target award with respect to each measure, is shown on the following table:

Performance Measure	Target Performance	Actual Performance	Actual Award as a Percentage of Target Award Opportunity for the Performance Measure
Free Cash Flow (Weighted 60%)	$179.1 million	$214.5 million	166%
Adjusted EBITDA % (Weighted 40%)	11.6%	15.8%	200%
Weighted Average Achievement Level			180%
Maximum Payout			100%

HEXCEL CORPORATION | 2022 Proxy Statement

Proposals and Board Recommendations

Proposal No.

Proposal

Board Recommendation

See Page

Elect eight directors

FOR all nominees

Approve, on an advisory, non-binding basis, 2021 executive compensation

Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2022

SEC Form DEF 14A filed by Hexcel Corporation