Hexcel (HXL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to elect nine directors, approve 2025 executive compensation, ratify Ernst & Young LLP as auditor for 2026, and approve a new Long-Term Incentive Plan.

• Virtual meeting format to enhance accessibility and reduce costs; record date for voting is March 17, 2026.

• Forward-looking statements address goals, strategies, and risks, with no guarantee of achievement.

Voting matters and shareholder proposals

• Board recommends voting for all nine director nominees, executive compensation, auditor ratification, and the new Long-Term Incentive Plan.

• Majority voting standard applies for director elections; advisory say-on-pay vote held annually.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026.

Board of directors and corporate governance

• Board refreshment since 2024: four resigned, five appointed; average tenure reduced from nine to five years.

• Seven of nine nominees are independent; board diversity includes 33% female and 44% racially/ethnically diverse.

• Annual elections, majority voting, mandatory retirement at 75, and limits on overboarding.

• Lead independent director role with broad responsibilities; regular board and committee self-evaluations and peer reviews.