Not independent
Tenure on this board
2.1 yrs
Also a director at
Rpm International Inc (RPM)
9 nominees · 4 ballot items.
Elect nine directors; advisory vote to approve 2025 executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditor for 2026; approve the Hexcel Corporation Long-Term Incentive Plan (LTIP).
Elect nine nominees to the board to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers for 2025.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Approve the new LTIP to replace the 2013 Incentive Stock Plan, authorize 3,015,000 shares for awards, and set plan terms including director award limits and governance features.
The LTIP proposal requests shareholder approval to replace the existing 2013 Incentive Stock Plan with a new omnibus equity plan reserving 3,015,000 shares for future awards, supporting the company’s ability to attract, retain and motivate employees, consultants and non-employee directors through grants of options, SARs, RSUs, PSAs and other awards. Management argues the current 2013 plan reserve is insufficient to meet projected grant needs; approval will allow continued equity grant activity for approximately four to five years based on historical burn rates. The plan incorporates governance protections including minimum vesting rules, limited share recycling, prohibition on repricing without shareholder approval, annual limits on non-employee director compensation ($750,000 aggregate grant date fair value plus cash), clawback provisions, and administrator discretion for substitutions and adjustments for corporate events. The board and compensation committee recommend approval, stating that failure to approve would force reliance on cash compensation or risk retention and recruiting challenges and that the requested share reserve and plan design are within market norms and consistent with shareholder alignment. The proposal is non-routine and may be considered material because it increases the company’s equity reserve; institutional investors and proxy advisory firms typically scrutinize share requests, plan governance provisions, and dilution metrics. The company discloses historical burn rates, overhang, dilution estimates, and reasons for the requested size, arguing the request is reasonable, while opponents may object to dilution or prefer more conservative share requests or additional shareholder-friendly features.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.72% | 5,071,872 | $410M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.59% | 4,971,545 | $402M |
| 3 | STATE STREET CORP | 6.32% | 4,766,948 | $386M |
| 4 | EARNEST PARTNERS LLC | 6.24% | 4,704,744 | $381M |
| 5 | ALLIANCEBERNSTEIN L.P. | 4.51% | 3,402,409 | $251M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 3,398,074 | $275M |
| 7 | BlackRock, Inc. | 4.42% | 3,335,338 | $270M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.15% | 3,130,711 | $253M |
| 9 | BlackRock, Inc. | 2.94% | 2,217,563 | $179M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.51% | 1,889,920 | $153M |
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