UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Director Appointment
On December 3, 2020, upon the recommendation of the Nominating, Governance and Sustainability Committee of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”), the Board increased the number of members of the Board from 8 to 9 and appointed Dr. Marilyn L. Minus to fill the vacancy created by increasing the size of the Board, effective immediately. In addition, effective as of December 3, 2020, Dr. Minus has been named to the Nominating, Governance and Sustainability Committee of the Board.
Dr. Minus, age 42, is a Professor in the Department of Mechanical and Industrial Engineering at Northeastern University, a role she has held since July 2018. She was also appointed the Chair of the Department of Mechanical and Industrial Engineering at Northeastern in May 2020. Since January 2010, she has served as a director of the Macromolecular Innovation in Nano-materials Utilizing Systems Laboratory. Prior to being appointed to the role of Professor and Chair of the Department of Mechanical and Industrial Engineering at Northeastern, Dr. Minus was an Assistant Professor from January 2010 until June 2015; an Associate Professor from July 2015 until July 2018; and the Associate Chair for Graduate and Research Affairs, Department of Mechanical and Industrial Engineering from July 2018 until April 2020. Dr. Minus is a member of the American Society for Mechanical Engineers, American Chemical Society, and Materials Research Society, Institute of Industrial and Systems Engineers, and Society for the Advancement of Material and Process Engineering. She holds a B.S. in Textile and Fiber Engineering, and a Ph.D. in Polymer, Textile and Fiber Engineering, from Georgia Institute of Technology.
Dr. Minus will participate in the Company’s non-employee director compensation program as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2020, including, effective upon the date of her appointment, the annual equity grant of restricted stock units pursuant to the terms of the form of Restricted Stock Unit Agreement for Non-Officer Directors attached as Exhibit 10.1 hereto.
There is no arrangement or understanding between Dr. Minus and any other persons pursuant to which Dr. Minus was selected as a director, and there are no related party transactions involving Dr. Minus that are reportable under Item 404(a) of Regulation S-K.
Director Retirement
On December 3, 2020, Joel S. Beckman informed the Board of his intention to retire from the Board, effective as of January 1, 2021. Mr. Beckman joined the Board in 2003 and serves on the Nominating, Governance and Sustainability Committee of the Board. Mr. Beckman’s decision to retire from the Board was not the result of any dispute or disagreement with the Company. The size of the Board will be reduced from 9 to 8 effective upon the date of Mr. Beckman’s retirement.
Principal Accounting Officer Appointment
On December 3, 2020, the Board appointed Amy S. Evans to the position of Senior Vice President, Chief Accounting Officer, effective as of December 7, 2020. Prior to joining the Company, Ms. Evans, age 58, served as the Vice President and Chief Accounting Officer of Titan International, Inc. from March 2018 until December 2020. Prior to joining Titan, Ms. Evans served as an advisor to the Executive Leadership team at Stericycle Inc. from November 2017 to February 2018; interim Senior Vice President and Chief Accounting Officer at R.R. Donnelley & Sons Company from August 2017 to November 2017; and VP, Corporate Controller of Impellam North America from January 2017 to March 2017. From 2014 to 2016, Ms. Evans was Controller at Navigant Consulting Inc. Ms. Evans is a Certified Public Accountant and started her career as an auditor at Price Waterhouse.
Ms. Evans will participate in the Company’s annual cash bonus plan and long-term equity incentive
program, and receive severance pay in the event she is terminated by the Company without cause, each at a level commensurate with her position.
There is no arrangement or understanding between Ms. Evans and any other persons pursuant to which Ms. Evans was selected as an officer, and there are no related party transactions involving Ms. Evans that are reportable under Item 404(a) of Regulation S-K. Ms. Evans does not have a family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description |
| 10.1 | Form of Restricted Stock Unit Agreement for Non-Employee Directors (Non-Deferred Annual Grant). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEXCEL CORPORATION | ||
| Date: December 7, 2020 | By: | /s/ Gail E. Lehman |
| Gail E. Lehman | ||
| Executive Vice President, General Counsel & Secretary | ||
Exhibit 10.1
2021 Director Annual Grant Form
(No deferral)
RESTRICTED STOCK UNIT AGREEMENT
for
Non-Employee Directors
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, by and between the Grantee identified on Annex A hereto and Hexcel Corporation (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company has adopted the Hexcel Corporation 2013 Incentive Stock Plan (the “Plan”); and
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is desirable and in the best interests of the Company to grant to the Grantee restricted stock units (“RSUs”) as an incentive for the Grantee to advance the interests of the Company.
NOW, THEREFORE, the parties agree as follows:
1. Notice of Grant; Incorporation of Plan. Pursuant to the Plan and subject to the terms and conditions set forth herein and therein, the Company hereby grants to the Grantee the number of RSUs indicated on the Notice of Grant attached hereto as Annex A, which Notice of Grant is incorporated by reference herein. Unless otherwise provided herein, capitalized terms used herein and set forth in such Notice of Grant shall have the meanings ascribed to them in the Notice of Grant and capitalized terms used herein and set forth in the Plan shall have the meanings ascribed to them in the Plan. The Plan is incorporated by reference and made a part of this Agreement, and this Agreement shall be subject to the terms of the Plan, as the Plan may be amended from time to time, and in the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan govern. The RSUs granted herein constitute an Award within the meaning of the Plan. By accepting the Agreement, the Grantee agrees to be bound by the terms of the Plan and this Agreement and further agrees that all the decisions and determinations of the Board shall be final and binding.
2. Terms of Restricted Stock Units. The grant of RSUs provided in Section 1 hereof shall be subject to the following terms, conditions and restrictions:
(a) No Ownership. Each RSU shall convert into one share of the Company’s common stock, $.01 par value per share (the “Common Stock”). The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in shares of the Common Stock in respect of the RSUs until such RSUs have vested and been distributed to the Grantee in the form of shares of Common Stock.
(b) Dividend Equivalents. Should any dividends be declared and paid with respect to the shares of Common Stock during the period the RSUs are outstanding (i.e., shares of Common Stock issuable under the RSUs are not issued and outstanding for purposes of entitlement to the dividend), the Company shall credit to a dividend equivalent bookkeeping account (the “Dividend Equivalent Account”) the value of the dividends that would have been paid if the outstanding RSUs at the time of the declaration of the dividend were outstanding shares of Common Stock. At the same time that the corresponding RSUs are converted to shares of Common Stock and distributed to the Grantee as set forth in the earliest of Section 2(d), (e) or (f) below, the Company shall pay to the Grantee a lump sum cash payment equal to the value of the dividends credited to the Grantee’s Dividend Equivalent Account that correspond to such RSUs; provided, however, that any dividends that were credited to the Grantee’s Dividend Equivalent Account that are attributable to RSUs that have been forfeited as provided in this Agreement shall be forfeited and not payable to the Grantee. No interest shall accrue on any dividend equivalents credited to the Grantee’s Dividend Equivalent Account.
(c) Transfer of RSUs. The RSUs may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any attempt to transfer RSUs in contravention of this Section is void ab initio. RSUs shall not be subject to execution, attachment or other process.
(d) Vesting and Conversion of RSUs. Subject to Sections 2(e) and 2(f), the RSUs shall vest daily in proportion to the time elapsed between the Grant Date and the first anniversary of the Grant Date (the “Specified Date”), and shall be converted into an equivalent number of shares of Common Stock that will be immediately distributed to the Grantee within 30 days following the Specified Date.
(e) Separation from Service.
| (i) | If the Grantee separates from service with the Company prior to the Specified Date for any reason other than death, disability or Cause, then (A) all RSUs that have vested on or prior to the date the Grantee separated from service with the Company shall be converted into an equivalent number of shares of Common Stock and, subject to Section 2(g), distributed to the Grantee within 30 days of the date of such separation from service, and (B) the Grantee shall forfeit all RSUs which have not yet become vested as of the date the Grantee separated from service with the Company. |
| (ii) | In the event the Grantee separates from service with the Company because of the Grantee’s death or disability, all RSUs shall vest, be converted into an equivalent number of shares of Common Stock and, subject to Section 2(g), be distributed to the Grantee within 30 days of the date of such separation from service. |
| (iii) | In the event the Grantee separates from service with the Company for Cause, then the Grantee shall forfeit all RSUs, whether or not vested. |
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| (iv) | “Separation from service” (and variations thereof) shall, for all purposes of this Agreement, have the meaning given in Section 1.409A-1(h) of the Treasury Regulations (or any successor provision). |
(f) Change in Control. In the event of a Change in Control (as defined below) prior to the occurrence of the Specified Date and separation from service, all RSUs shall immediately vest, and shall be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of the Change in Control.
(g) Specified Employee. Notwithstanding anything in Section 2(e) to the contrary, if the Grantee is a “specified employee” within the meaning of Treasury Regulation 1.409A-1(i) as of the date of his or her separation from service with the Company, then no RSUs convertible on account of the Grantee’s separation from service that constitute deferred compensation subject to section 409A of the Internal Revenue Code of 1986, as amended, shall be converted into shares of Common Stock or distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s separation from service and (ii) the date of the Grantee’s death.
3. Taxes. The Grantee shall pay to the Company promptly upon request any taxes the Company reasonably determines it is required to withhold under applicable tax laws with respect to the RSUs. Such payment shall be made as provided in Section VIII(f) of the Plan.
4. No Right to Continued Service as Director. Nothing contained herein shall be deemed to confer upon the Grantee any right to continue to serve as a member of the Board.
5. Miscellaneous
| (a) | Governing Law/Jurisdiction/Resolution of Disputes. This Agreement shall be governed by and construed according to the laws of the State of Delaware, USA without regard to the conflicts of laws provisions thereof. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before a single arbitrator, to be held in the state of Connecticut, USA in accordance with the commercial rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator shall be final and subject to appeal only to the extent permitted by law. Each party shall bear such party’s own expenses incurred in connection with any arbitration; provided, however, that the cost of the arbitration, including without limitation, reasonable attorneys’ fees of the Grantee, shall be borne by the Company in the event the Grantee is the prevailing party in the arbitration. Anything to the contrary notwithstanding, each party hereto has the right to proceed with a court action for injunctive relief or relief from violations of law not within the jurisdiction of an arbitrator. If any costs of the arbitration borne by the Company in accordance herewith would constitute compensation to the Grantee for United States federal income tax purposes, then the amount of any such costs reimbursed to the Grantee in one taxable year shall not affect the amount of such costs reimbursable to the Grantee in any other taxable year, the Grantee’s right to reimbursement of any such costs shall not be subject to liquidation or exchange for any other benefit, and the reimbursement of any such costs incurred by the Grantee shall be made as soon as administratively |
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| practicable, but in any event within ten (10) days, after the date the Grantee is determined to be the prevailing party in the arbitration. The Grantee shall be responsible for submitting claims for reimbursement in a timely manner to enable payment within the timeframe provided herein. |
| (b) | Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in Grantee’s records with the Company, or such other address as the Grantee may designate in writing to the Company, or to the Company, Attention: Corporate Secretary, or such other address as the Company may designate in writing to the Grantee. |
| (c) | Failure to Enforce Not a Waiver. The failure of either party hereto to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. |
| (d) | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which together shall represent one and the same agreement. |
| (e) | Modifications; Entire Agreement; Headings. Subject to Section 6(b), any amendment to this Agreement must be in writing and, in the case of any amendment that adversely affects the Grantee’s rights hereunder, such writing must be executed by the Grantee. This Agreement and the Plan contain the entire agreement between the parties relating to the subject matter hereof. This Agreement inures to the benefit of, and is binding upon, the Company and its successors-in-interest and its assigns, and the Grantee, the Grantee’s heirs, executors, administrators and legal representatives. The section headings herein are intended for reference only and shall not affect the interpretation hereof. |
| (f) | Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
6. Section 409A.
| (a) | It is intended that this Agreement comply in all respects with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with this intent. |
| (b) | Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or |
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| advisable to prevent the premature inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. |
| (c) | In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. |
| (d) | Except as otherwise specifically provided herein, the time for distribution of the RSUs as provided in Section 2 shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. Further, for the avoidance of doubt, unless an election is made in accordance with the Applicable Regulations, the Grantee shall not have the right to designate the taxable year in which the RSUs shall convert into an equivalent number of shares of Common Stock and be delivered to the Grantee. |
7. Definitions. For purposes of this Agreement:
| (I) | “Affiliate” of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. The term “Control” shall have the meaning specified in Rule 12b-2 under the Exchange Act. |
| (II) | “Beneficial Owner” (and variants thereof) shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Rule 13d-3, the meaning determined in accordance with Section 318(a) of the Code. |
| (III) | A director will be deemed to separate from service with the Company for “Cause” if such separation is due to his fraud, dishonesty or intentional misrepresentation in connection with his duties as a Director or his embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Subsidiary. |
| (IV) | “Change in Control” shall mean any of the following events: |
| (1) | any Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of either (A) the combined fair market value of the then outstanding stock of the Company (the “Total Fair Market Value”) or (B) the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company (the “Total Voting Power”); excluding, however, the following: (a) any acquisition by the Company or any of its Controlled Affiliates, (b) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Controlled Affiliates, (c) |
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| any Person who becomes such a Beneficial Owner in connection with a transaction described in the exclusion within paragraph (4) below and (d) any acquisition of additional stock or securities by a Person who owns more than 50% of the Total Fair Market Value or Total Voting Power of the Company immediately prior to such acquisition; or |
| (2) | any Person is or becomes the Beneficial Owner, directly or Indirectly, of securities of the Company that, together with any securities acquired directly or indirectly by such Person within the immediately preceding twelve-consecutive month period, represent 40% or more of the Total Voting Power of the Company; excluding, however, any acquisition described in subclauses (a) through (d) of subsection (1) above; or |
| (3) | a change in the composition of the Board such that the individuals who, as of the effective date of this Agreement, constitute the Board (such individuals shall be hereinafter referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a director subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders, was made or approved by a vote of at least a majority of the Incumbent Directors (or directors whose election or nomination for election was previously so approved) shall be considered an Incumbent Director; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be considered an Incumbent Director; provided finally, however, that, as of any time, any member of the Board who has been a director for at least twelve consecutive months immediately prior to such time shall be considered an Incumbent Director for purposes of this definition, other than for the purpose of the first proviso of this definition; or |
| (4) | there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company or a sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction (A) pursuant to which all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding Common Stock of the Company and Total Voting Power immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50%, respectively, of the outstanding common stock and the combined voting power of the then outstanding common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the company resulting from such Corporate |
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| Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Common Stock and Total Voting Power, as the case may be, and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); |
provided, however, that notwithstanding anything to the contrary in subsections (1) through (4) above, an event which does not constitute a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor provision), shall not be considered a Change in Control for purposes of this Agreement.
| (V) | “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act and, only to the extent such meaning is more restrictive than the meaning given in Section 3(a)(9) of the Exchange Act (as modified as above), the meaning determined in accordance with Sections 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C) of the Treasury Regulations (or any successor provisions), as applicable. |
| (VI) | “Subsidiary” shall mean any “subsidiary” of the Company within the meaning of Rule 405 under the Securities Act. |
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Annex A
NOTICE OF GRANT
RESTRICTED STOCK UNIT AGREEMENT
HEXCEL CORPORATION 2013 INCENTIVE STOCK PLAN
The following member of the Board of Directors of Hexcel Corporation, a Delaware corporation, has been granted Restricted Stock Units in accordance with the terms of this Notice of Grant and the Restricted Stock Unit Agreement to which this Notice of Grant is attached.
The terms below shall have the meanings ascribed to them below when used in the Restricted Stock Unit Agreement.
| Grantee | Participant Name |
| Grant Date | Grant Date |
| Aggregate Number of RSUs Granted | Number of Awards Granted |
IN WITNESS WHEREOF, the parties hereby agree to the terms of this Notice of Grant and the Restricted Stock Unit Agreement to which this Notice of Grant is attached and execute this Notice of Grant and Restricted Stock Unit Agreement as of the Grant Date.
| HEXCEL CORPORATION | ||||
| Grantee | ||||
| By: | ||||
| Gail E. Lehman | ||||
| Executive Vice President, General Counsel and Secretary | ||||