UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 9, 2024 (April 9, 2024)
HEXCEL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-8472 | 94-1109521 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 |
(Address of principal executive offices, including
zip code)
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | HXL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
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
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.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On April 9, 2024, the Company
announced it is reaffirming its full year 2024 financial guidance previously announced on January 24, 2024, and reaffirmed on February
20, 2024, as well as its financial outlook for the three-year period 2024 to 2026 previously announced on February 20, 2024. The previously
announced full year 2024 and mid-term guidance is set forth below.
2024 Guidance
| ● | Sales of $1.925 billion to $2.025 billion |
| ● | Adjusted diluted earnings per share of $2.10 to $2.30 |
| ● | Free cash flow of greater than $200 million |
| ● | Commercial Aerospace sales: Up mid-teens |
| ● | Space & Defense sales: Up mid-single digits |
| ● | Industrial sales: Up low to mid-single digits |
| ● | Capital expenditures of less than $100 million |
| ● | Effective tax rate of 22.0% |
Mid-Term Guidance
For
the three-year period 2024 to 2026:
| ● | Total Sales to grow at a compounded annual growth rate (CAGR) of 10%-12% |
| o | Commercial Aerospace 12%-16% CAGR |
| o | Space & Defense 5%-10% CAGR |
| ● | Adjusted Diluted Earnings Per Share* to grow at greater than a 25% CAGR |
| ● | Capital Expenditures of less than $100 million per year during this three-year
period |
Cumulatively
for the three-year period 2024 to 2026:
| ● | Adjusted EBITDA* greater than $1.5 billion |
| ● | Free Cash Flow* greater than $800 million |
*Non-GAAP Measures
Adjusted diluted earnings per share, adjusted earnings before interest,
taxes, depreciation and amortization, and free cash flow (defined as cash provided by operating activities less cash payments for capital
expenditures) are financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). Management believes that adjusted diluted earnings per share, EBITDA and free cash flow are meaningful
to investors because they provide a view of the Company with respect to ongoing operating results excluding special items. Special items represent
significant charges or credits that are important to an understanding of the Company’s overall operating results in the periods presented.
Non-GAAP measurements are not recognized in accordance with generally accepted accounting principles and should not be viewed as an alternative
to GAAP measures of performance. The Company is not providing a quantitative reconciliation of our non-GAAP outlook or targets to the
corresponding GAAP information because the GAAP measures that we exclude from our non-GAAP outlook and targets are difficult to predict
and are primarily dependent on future uncertainties.
A copy of the press release
dated April 9, 2024 is being furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in
its entirety.
The information contained
in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except
as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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HEXCEL CORPORATION |
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| Date: April 9, 2024 |
By: |
/s/ Gail E. Lehman |
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Gail E. Lehman |
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Executive Vice President, General Counsel & Secretary |
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0000717605
2024-04-09
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