Sector: Industrials
HEXCEL CORP · Meeting: May 14, 2026
Directors FOR
5
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Egnotovich has been a director since 2015, giving her full tenure overlap with the 3-year underperformance period; Hexcel's 3-year stock return of +17.8% trailed its disclosed peer group median of +137.6% by 119.8 percentage points, far exceeding the 35-point policy threshold for companies with low-positive returns, and the 5-year gap of -93.6pp also exceeds the applicable threshold so no mitigant applies.
Hachey has served since 2014, providing full tenure overlap with the underperformance period; Hexcel's 3-year stock return trailed its peer group median by 119.8 percentage points (well above the 35-point trigger), and the 5-year relative performance is also deeply negative, leaving no mitigating factor from a longer track record.
Stanage has been a director since 2013 and served as CEO and Chairman through May 2024, giving him primary accountability for the period of severe stock underperformance; Hexcel's 3-year return of +17.8% trailed the peer median by 119.8 percentage points (threshold is 35pp), and the 5-year gap of -93.6pp also substantially exceeds the applicable threshold with no mitigation available.
Suever has served since 2018, providing substantial tenure overlap with the 3-year underperformance period; Hexcel's stock trailed its disclosed peer group median by 119.8 percentage points over three years (the policy trigger is 35 points), and the 5-year record shows an equally large shortfall, so the longer-term mitigant does not apply.
For Analysis
Gentile joined the board in May 2024, which is less than 24 months before the meeting, so he is exempt from the TSR trigger under policy; he brings relevant aerospace industry leadership and no overboarding or attendance concerns.
Cannon joined the board in 2024, which is less than 24 months before the meeting, making him exempt from the TSR trigger; he has strong defense and manufacturing industry experience and no overboarding or attendance concerns.
Hubbard joined the board in 2024, which is less than 24 months before the meeting, making her exempt from the TSR trigger; she brings relevant materials science and technology expertise with no overboarding or attendance concerns.
Keating was appointed in March 2026, well within the 24-month new-director exemption from the TSR trigger; he brings extensive aerospace and industrial leadership experience with no overboarding or attendance concerns.
Li joined the board in January 2025, which is less than 24 months before the meeting, making him exempt from the TSR trigger; he has relevant specialty materials and global manufacturing experience with no overboarding or attendance concerns.
Of the nine director nominees, five long-tenured directors (Egnotovich, Hachey, Stanage, and Suever) receive AGAINST votes due to severe and sustained underperformance relative to Hexcel's own disclosed peer group — the company's 3-year stock return trailed the peer median by nearly 120 percentage points, far exceeding the 35-point policy threshold. The four directors appointed since 2024 (Gentile, Cannon, Hubbard, Li, and Keating) are exempt from the TSR trigger due to their recent appointments and receive FOR votes.
CEO
Thomas C. Gentile III
Total Comp
$7,252,875
Prior Support
87%%
CEO total compensation of $7,252,875 is within a reasonable range for a CEO of a $6.3 billion industrial company, and the program is well-structured with 85% of target CEO pay reported as variable and at risk, well above the 50-60% minimum threshold. The prior-year Say on Pay vote received approximately 87% support — comfortably above the 70% threshold that would require visible remediation — and the company's incentive plan uses multiple long-term performance metrics including ROIC and relative earnings-per-share growth versus the S&P MidCap 400, which are meaningful and hard to manipulate. The company also discloses both mandatory and discretionary clawback policies, satisfying the governance standard.
Auditor
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 raise independence concerns; non-audit fees (tax services only) total $158,340, which is just 5.5% of audit fees of $2,882,000 — far below the 50% threshold — so auditor independence is not in question.
The most significant issue at this annual meeting is Hexcel's severe stock underperformance relative to its own disclosed peer group — the company's 3-year return of +17.8% trailed the peer median of +137.6% by nearly 120 percentage points, triggering AGAINST votes for four long-tenured directors; the Say on Pay program itself is reasonably structured and passes policy screens, and the auditor ratification is straightforward with no fee or tenure concerns.
14 companies disclosed in 2026 proxy filing
