Hexcel (HXL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, to be held virtually, with record date set as March 13, 2025.

• Key proposals include election of nine directors, advisory approval of 2024 executive compensation, ratification of Ernst & Young LLP as auditor, and amendment of the 2016 Employee Stock Purchase Plan.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and support sustainability.

• Forward-looking statements regarding sustainability goals and business strategies are included, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Proposals: elect nine directors, approve 2024 executive compensation (advisory), ratify Ernst & Young LLP as auditor, and amend the Employee Stock Purchase Plan to increase available shares.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for director elections; abstentions and broker non-votes have no effect.

• Shareholder proposals for the 2026 meeting must be submitted by November 25, 2025.

Board of directors and corporate governance

• Seven of nine director nominees are independent; CEO is the only management director.

• All board committees are composed exclusively of independent directors.

• Annual elections for all directors; mandatory retirement age of 70.

• Board leadership structure combines CEO and Chairman roles, with a lead independent director empowered with broad responsibilities.

• Annual board and committee self-evaluations, and biennial peer review of individual directors.

• Director overboarding policy limits service on public company boards.