HEXCEL CORP (HXL)
Sector: Industrials
2026 Annual Meeting Analysis
HEXCEL CORP · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Gentile joined the board in May 2024, which is less than 24 months before the May 2026 annual meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption — vote FOR.
Ms. Egnotovich has served since 2015 and her full tenure overlaps the 3-year underperformance period; HXL's stock returned +31% over three years while the company-disclosed peer group returned +138%, a gap of -107pp that far exceeds the 65pp threshold required to trigger a vote against for companies with strong positive absolute returns, and the 5-year gap of -136pp also exceeds the threshold so no mitigating upgrade applies.
Mr. Hachey has served since 2014 and his full tenure overlaps the underperformance period; the -107pp 3-year gap versus peers far exceeds the 65pp policy threshold, the 5-year gap of -136pp also exceeds the threshold, so no mitigant applies and the against vote stands.
Mr. Stanage has served since 2013 and was CEO throughout most of the underperformance period, giving him the highest degree of accountability; the -107pp 3-year gap versus peers far exceeds the 65pp threshold, the 5-year gap of -136pp also exceeds the threshold so no mitigant applies, and this against vote is independent of any Say on Pay determination.
Ms. Suever has served since 2018 and her full tenure overlaps the underperformance period; the -107pp 3-year gap versus peers far exceeds the 65pp policy threshold and the 5-year gap of -136pp also exceeds the threshold so no mitigant applies.
For Analysis
Mr. Cannon joined the board in 2024 (less than 24 months before the meeting), exempting him from the TSR trigger; no other policy concerns apply.
Dr. Hubbard joined the board in 2024 (less than 24 months before the meeting), exempting her from the TSR trigger; no other policy concerns apply.
Mr. Keating was appointed to the board on March 3, 2026, well within the 24-month new-director exemption, and no other policy concerns apply.
Mr. Li joined the board on January 1, 2025 (less than 24 months before the meeting), exempting him from the TSR trigger; no other policy concerns apply.
Of the nine nominees, five long-tenured directors (Egnotovich since 2015, Hachey since 2014, Stanage since 2013, Suever since 2018, and Egnotovich) receive AGAINST votes because HXL's 3-year stock return of +31% trailed the company-disclosed compensation peer group median of +138% by 107 percentage points, well above the 65pp threshold that applies when absolute returns are positive, and the 5-year gap of -136pp also exceeds the threshold so no mitigating upgrade is available. The four directors who joined in 2024 or later (Gentile, Cannon, Hubbard, and Li) and one who joined in 2026 (Keating) are exempt from the TSR trigger under the policy's 24-month new-director exemption.
Say on Pay
✓ FORCEO
Thomas C. Gentile III
Total Comp
$7,252,875
Prior Support
87%%
The prior year Say on Pay vote received approximately 87% support, well above the 70% threshold that would require a response, and no changes were needed. The pay structure is heavily performance-weighted — the company states 85% of CEO target pay was variable and at risk — with a mix of annual cash bonuses tied to Free Cash Flow and Adjusted EBIT, and long-term stock awards tied to ROIC and relative earnings-per-share growth versus the S&P MidCap 400 index over three years, all of which are meaningful, measurable performance conditions. CEO total compensation of approximately $7.25 million is reasonable for a $7.4 billion industrial company, and the company maintains robust clawback policies, strong stock ownership requirements (6x salary for the CEO), and no problematic practices such as excise tax gross-ups or option repricing.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
10 yrs
Audit Fees
$2,882,000
Non-Audit Fees
$158,340
EY has audited Hexcel since 2016 (approximately 10 years), well below the 25-year tenure threshold that would trigger concern; non-audit fees of $158,340 represent only about 5.5% of audit fees of $2,882,000, far below the 50% threshold; no restatements or auditor adequacy concerns are present.
Actual Vote Results
Meeting held May 14, 2026
Other Proposals
Proposal 4
Approval of the Hexcel Corporation Long-Term Incentive Plan, as amended by Amendment No. 1 to the LTIP
Overall Assessment
The 2026 Hexcel ballot presents four proposals; the most significant governance concern is that HXL's stock has dramatically underperformed its own compensation peer group over the past three years (+31% vs. +138% peer median), triggering AGAINST votes for five long-tenured directors while four recently-appointed directors are exempt under the new-director rule. The auditor ratification and Say on Pay proposals both pass policy screens comfortably, and the equity plan proposal falls outside the scope of the current policy.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing