HEXCEL CORP /DE/ appointed Thomas C. Gentile III as new CEO

Item 5.02.... Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On April 9, 2024, Hexcel Corporation (the "Company") announced the transition of Nick L. Stanage from his position as President and Chief Executive Officer of the Company and Chairman of the Company's Board of Directors (the "Board") to the position of Executive Chairman ("Executive Chairman") of the Board, and the appointment of Thomas C. Gentile III as Chief Executive Officer and President of the Company, in each case, effective May 1, 2024. Mr. Stanage is expected to serve as the Executive Chairman and as a member of the Board until December 31, 2024.


Executive Chairman Appointment 


On April 9, 2024, the Company entered into a letter agreement with Mr. Stanage regarding his service as Executive Chairman. The letter agreement provides that Mr. Stanage will serve as Executive Chairman from May 1, 2024 through December 31, 2024 (or an earlier date of termination). During his employment as Executive Chairman, Mr. Stanage will receive an annualized base salary of $500,000 and a target annual bonus opportunity for 2024 equal to 110% of the base salary actually paid to him in 2024. He will be eligible to continue to participate in the Company's employee benefit plans on the same basis as currently applies to him.


Under the letter agreement, the termination of Mr. Stanage's employment with the Company on December 31, 2024, or upon an earlier termination by the Company without cause or voluntarily by him, will be treated as a retirement; provided, however, that if such termination is by the Company without cause or by him for good reason in either case following a change in control of the Company, Mr. Stanage will be eligible to receive severance payments and benefits in accordance with the Company's Executive Severance Policy.


Chief Executive Officer and President Appointment 


Mr. Gentile, 59, was the President and Chief Executive Officer of Spirit AeroSystems Holdings, Inc. from August 2016 through September 2023. Previously, he held a succession of leadership roles at General Electric ("GE") across the U.S., France and Australia from 2008 through 2016, including President & Chief Operating Officer of GE Capital Corporation, President & CEO of GE Healthcare Systems, and President & CEO of GE Aviation Services. Currently, he serves as Executive Advisor to the Dean of the Barton School of Business and served as Chair of the Aerospace Industries Association (AIA) in 2023. He also serves on the Board of Advisors to the Smithsonian National Air and Space Museum, is president-elect of the Wings Club Foundation, and is involved with numerous charitable organizations. Mr. Gentile earned a degree in economics and an MBA, both from Harvard University, and he studied international relations at the London School of Economics.


On April 9, 2024, the Company entered into an offer letter and severance agreement with Mr. Gentile. The offer letter provides for the appointment of Mr. Gentile as Chief Executive Officer and President, effective as of May 1, 2024. In addition, Mr. Gentile is expected to be appointed as a member of the Board immediately following the Company's 2024 Annual Meeting of Stockholders on May 2, 2024.


Pursuant to the offer letter, Mr. Gentile will receive an annual base salary of $1,100,000 and will have a target annual bonus opportunity of 110% of his base salary. He will be eligible to receive a full year annual bonus for fiscal year 2024 and an annual equity grant for fiscal year 2024 following the effective date of commencement of his employment with a target opportunity of 440% of his annual base salary, delivered in a mix of 66% in performance shares (vesting based on performance over a three-year performance period) and 33% in non-qualified stock options (vesting in equal annual installments over three years subject to continued employment). As an additional inducement to the join the Company, the offer letter provides Mr. Gentile with a cash signing bonus of $250,000 and a sign-on equity award following the effective date of commencement of his employment with a grant date value of $2,000,000, divided equally between restricted stock units and non-qualified stock options and vesting in equal annual installments over three years.


Pursuant to the offer letter, Mr. Gentile will be eligible to participate in the Company's retirement and employee benefit plans available to other executive officers of the Company. The Company will also cover Mr. Gentile's reasonable and customary relocation expenses.


Under the severance agreement, upon a termination of his employment without cause or for good reason, Mr. Gentile will be entitled to receive (a) 1.5 times the sum of his annual base salary and average annual bonus for the prior three years; (b) a lump sum payment equal to the employer portion of continuation of health coverage (COBRA) premiums for 18 months; and (c) a prorated bonus for the year of termination based on actual performance. If such termination occurs within 24 months following a change in control of the Company (or prior to such change in control in anticipation thereof), Mr. Gentile will be entitled to the foregoing severance payments and benefits, except that the multiple in clause (a) will be 2.5 times and the period in clause (b) will be 30 months.


The severance agreement contains non-competition and non-solicitation covenants applicable during Mr. Gentile's employment and for 30 months following a severance-qualifying termination of employment during the two-year period following a change in control and for 18 months following his termination of employment at any other time.