The Annual Meeting of Stockholders of Hexcel Corporation will be held ~~in the Community Room, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut,~~ on ~~May 4, 2017~~June 1, 2020 at 10:30 a.m. eastern daylight time for the following ~~matters:~~purposes:

As part of our precautions regarding the recent pandemic of the novel strain of coronavirus (COVID-19), this year’s meeting will be a “virtual meeting” of stockholders. You will be able to attend the meeting, vote, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HXL2020. To participate in the annual meeting, you will need the 16-digit number that is printed in the box marked by an arrow included in the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction card mailed to you. Online check-in will begin at 10:00 a.m. eastern daylight time. Please allow time for the online check-in procedures. We currently intend to resume holding in-person meetings for our 2021 Annual Meeting of Stockholders and thereafter, assuming normal circumstances.

As permitted by the rules of ~~record at~~the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the cost of our meeting, and conserves natural resources. On or about April 21, 2020, we will mail to our stockholders (other than those who previously requested electronic or a printed copy of our proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote online. Such notice is not a proxy card and cannot be used to vote your shares. The notice will also include instructions on how you can receive a paper copy of the proxy materials.

~~ENCLOSED~~IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY ~~CARD AND RETURN IT PROMPTLY IN~~MATERIALS FOR THE ~~ENCLOSED~~
STOCKHOLDER MEETING TO BE HELD ON JUNE 1, 2020

The proxy statement, annual report to stockholders and related materials are available at www.proxyvote.com~~TABLE OF CONTENTS~~.

This proxy statement is furnished to the holders of common stock of Hexcel Corporation (“Hexcel” or the “company”) ~~common stock,~~ in connection with the solicitation of proxies by Hexcel on behalf of the Board of Directors of the company (the “board of directors” or the “board”) for use at the Annual Meeting of Stockholders, or any adjournments or postponements ~~of the meeting (the “Annual Meeting”)~~thereof, to be held on ~~May 4, 2017. This~~June 1, 2020 (the “Annual Meeting”). The proxy materials, including this proxy statement, our annual report to stockholders, and form of proxy card, or the ~~accompanying proxy/voting instruction card~~Notice of Internet Availability of Proxy Materials, are first being distributed or made available to stockholders on or about ~~March 17, 2017.~~April 21, 2020.

At the ~~2017 annual meeting, ten~~Annual Meeting, eight directors will be elected to hold office until the ~~2018 annual meeting~~2020 Annual Meeting of Stockholders and until their successors are duly elected and qualified. All nominees identified in this proxy statement for election to the board are currently serving as directors of the company.

Shares represented by an executed and returned proxy card will be voted for the election of each of the ten nominees recommended by the board, unless the proxy is marked against any nominee. If any nominee for any reason is unable to serve, the shares of common stock represented by the proxy card may, at the board’s discretion, be voted for an alternate person that the board nominates. We are not aware of any nominee who will be unable to or will not serve as a director. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

Our ~~Amended and Restated~~ Bylaws provide for a majority voting standard for the election of directors in uncontested elections. Under this standard, which will apply to the election of directors at the Annual Meeting, a director nominee will be elected only if the number of votes cast “for” that nominee exceeds the number of votes cast “against” that nominee. Brokernon-votes and abstentions ~~will be disregarded and~~ will have no effect on the outcome of the vote. ~~Each~~If a nominee who currently is serving as a director is not re-elected, Delaware law provides that the director will continue to serve on the board. However, each incumbent director nominee standing for re-election must submit an irrevocable resignation in advance of the stockholder vote regarding the election of directors. ~~This addresses the situation in which there is a “holdover” director who has not received the required number of votes forre-election,~~ ~~but who, in accordance with Delaware law, remains on the board until his or her successor is elected~~

~~and qualified.~~ The resignation is contingent upon both the ~~nominee~~director not receiving the required vote forre-election and the board’s acceptance of the resignation, which the board, in its discretion, may reject if it deems such rejection to be in the best interest of the company.

Prior to the board’s determination to accept or reject the resignation, the nominating and corporate governance committee, composed entirely of independent directors, will make a recommendation to the board with respect to the tendered resignation. In its review, the committee will consider those factors deemed relevant to the determination, and whether the director’s resignation from the board would be in the best interest of the company and our stockholders.

The board must take action on the committee’s recommendation within 90 days following the meeting at which the election of directors occurred. An incumbent director whose resignation is the subject of the board’s determination is not permitted to participate in the deliberations or ~~recommendation~~votes of the committee or the board regarding the acceptance of the resignation.

In the case of contested elections (a situation in which the number of nominees exceeds the number of directors to be ~~elected)~~elected, which is not the case with respect to the election of directors at the Annual Meeting), a plurality voting standard will apply.

All but one of our current directors, Lynn Brubaker, who indicated to the board that she wishes to retire, have been nominated forre-election to the board. ~~Dr. David Hill has not been nominated forre-election~~ ~~because he has reached the age of 70 and is no longer eligible to serve on the board. As~~Effective as of the date of the Annual Meeting, the number of directors will be reduced to ~~ten.~~eight. The nominating and corporate governance committee considered the following attributes ~~to conclude~~in connection with its determination that our current directors ~~other than Mr. Hill~~ should continue to serve on our board: ~~extensive~~ familiarity with large-scale operations; industry expertise and professional relationships; the ability to utilize ~~extensive~~ past experience in management, finance, technology, ~~and~~ operations, and other areas to address issues we face on a recurring basis; collegiality and the ability to work together as a group; outstanding integrity and business judgment; and the ability to ask probing questions during board discussions and to carefully scrutinize significant business, financing and other proposals suggested by management. In addition to these factors, the committee also considered the respective attributes ~~below:~~with respect to each nominee that are listed below that nominee’s biographical information:

~~Position, Principal Occupation, Business Experience and Directorships:~~Age:61

Mr. Stanage became a director and ~~President and~~our Chief Executive Officer and President on August 1, 2013, and also became our Chairman of the Board on January 1, 2014. He has served as our President since November ~~2009, and also~~2009. Mr. Stanage served as our Chief Operating Officer from May 2012 until assuming the Chief Executive Officer position. Prior to joining Hexcel, Mr. Stanage was President of the Heavy Vehicle Products group (including both Commercial Vehicle Products and Off Highway Products) at Dana Holding Corporation from December 2005 to October 2009, and served as Vice President and General Manager of the Commercial Vehicle ~~group~~Group at Dana from August 2005 to December 2005. From 1986 to 2005, Mr. Stanage held positions of increasing responsibility in engineering, operations and marketing with Honeywell Inc. (formerly AlliedSignal Inc.) ~~including:~~. Among the positions held by Mr. Stanage at Honeywell were Vice President Integrated Supply Chain and Technology for the Consumer Products Group from 2003 to January 2005, and Vice President and General Manager of the Aerospace Group’s Engine Systems and Accessories Division from January 2005 to August 2005. Mr. Stanage began his career as a design engineer with Clark Equipment Company. Mr. Stanage also serves on the board of directors of TriMas Corporation, as well as on the audit, compensation, and corporate governance and nominating committees of TriMas.

~~Mr. Stanage has developed anin-depth~~ understanding of the company’s business operations, growth opportunities and challenges and its customer and product base during his seven-year tenure as President, Chief Operating Officer and his current role as Chairman, Chief Executive Officer and President. His over 20 years’

~~management and operations experience at Dana Corporation and Honeywell provide him with critical~~
Key Attributes, Experience and Skills:
Mr. Stanage has developed an in-depth understanding of the company’s business operations, growth opportunities and challenges, as well as its customer and product base during his over ten-year tenure with Hexcel. His over 20 years of management and operations experience at Dana and Honeywell provide him with substantial expertise in the management, strategy, financial and operational requirements of a global manufacturing company.

Current Committees/Committees Upon Re-election:Nominating and ~~Directorships:~~Corporate Governance

Mr. Beckman is a retired Managing Partner of Greenbriar Equity Group LLC, a private equity fund focused exclusively on making investments in transportation and transportation-related companies. Prior to founding Greenbriar in 2000, Mr. Beckman was a Managing Director and Partner of Goldman, Sachs & Co., which he joined in 1981. Mr. Beckman is on the board of a number of private companies, and is active in various civic organizations.

Mr. Beckman brings to his role on the board over 30 years’ experience as a banker and an investor in transportation (including aerospace) companies with both Greenbriar Equity Group and Goldman Sachs. In addition to Mr. Beckman’s valuable contributions related to the transportation sector, his experience in private equity led to his appointment as chair of our finance committee and has made him a key contributor to refinancing and capital structure discussions since joining the board.JEFFREY C. CAMPBELL

~~Position, Principal Occupation, Business Experience~~Director Since:2003 (Lead Director)

Current Committees/Committees Upon Re-election:Audit (Chair), Nominating and ~~Directorships:~~

Ms. Brubaker retired in 2005 from Honeywell International, Inc. (which acquired AlliedSignal in 1999), where she had served as Vice President/General Manager—Commercial Aerospace. Ms. Brubaker has held a variety of executive leadership, operational management, strategy, business development and customer management roles in the aerospace industry. Prior to joining Allied Signal, Ms. Brubaker held management positions with McDonnell Douglas, Republic Airlines (acquired by Northwest Airlines), and ComAir. Ms. Brubaker has been a director of FARO Technologies, Inc. since July 2009, and serves on its audit, compensation, operating, and nominating and corporate governance committees. Ms. Brubaker also serves as a~~non-executive~~ director of QinetiQ Group plc, a British company with shares listed on the London Stock Exchange and serves on its remuneration, audit, CSR and nominating and corporate governance committees. Ms. Brubaker also currently serves on the board of a private aerospace company.

Ms. Brubaker is a seasoned executive with over thirty-eight years’ experience in the aviation and aerospace industries, as well as over fifteen years’ experience serving on various boards of directors, and 12 years advising international, high technology and multi-industry companies. Her extensive experience in the commercial aerospace, defense and space industries, in a wide variety of roles, makes her a valuable contributor to the board of Hexcel. Ms. Brubaker’s aerospace experience runs the gamut from operator to original equipment manufacturer to aftermarket parts and service provider. Her ongoing aerospace industry involvement and relationships provide the board with additional customer feedback independent of management. In addition, Ms. Brubaker has used her expertise in sales and marketing management to assess and advise our marketing and sales teams. Ms. Brubaker’s extensive contacts within key markets for Hexcel, as well as her experience on the boards of other companies, make her well-suited to lead our nominating and corporate governance committee.Corporate Governance

~~Position, Principal Occupation, Business Experience and Directorships:~~

Mr. Campbell has served as Executive Vice President and Chief Financial Officer of the American Express Company, a global services company, since August 2013. From January 2004 to June 2013, he served as Executive Vice President and Chief Financial Officer of McKesson Corporation, a leading healthcare services, information technology and distribution company. Mr. Campbell was Senior Vice President and Chief Financial Officer of AMR ~~Corp,~~Corp., the parent company of American Airlines, from June 2002 to December 2003, served as a Vice President ofat American Airlines from 1998 to June 2002 and held various management positions of American Airlines from 1990 to 1998. Earlier in his career, Mr. Campbell worked as a ~~Certified Public Accountant~~certified public accountant with Deloitte, Haskins & Sells from 1986 to 1988.

~~Key Attributes, Experience~~ Mr. Campbell has been a director of Aon plc since March 2018, and ~~Skills:~~

Asis a ~~result~~member of ~~Mr. Campbell’s extensive experience in finance~~its audit committee and ~~accounting, including his current role as CFO of American Express, a $34 billion global services company,~~its organization and his prior role as CFO of McKesson, a $100 billion healthcare services company, as well as over fifteen years in executive and management positions in the aerospace industry (American Airlines), he brings significant financial acumen to the board, providing valuable expertise and guidance in areas such as compliance, risk management, financing, investor relations and systems solutions. Mr. Campbell’s breadth and depth of experience in financial roles, including that of CFO of three multi-national, publicly traded companies, provides us with the financial expertise that is critical in the role of chair of the auditcompensation committee.

Committees Upon Re-election:Audit, Nominating and ~~Directorships:~~Corporate Governance (Chair)

Ms. Egnotovich served as President, Aerospace Systems Customer Service of United Technologies Corporation (“UTC”) from July 2012 to November 2013. Previously, Ms. Egnotovich served as Segment President, Nacelles and Interior Systems for Goodrich Corporation (which was acquired by ~~UTC)~~UTC in July 2012) from 2007 to 2012. Ms. Egnotovich joined Goodrich in 1986 and held leadership roles of increasing significance, including ~~serving as~~ Segment President of Engine Systems, Segment President of Electronic Systems and Segment President of Engine & Safety Systems. Ms. Egnotovich served as a director of The Manitowoc Company from 2008 to 2016, where she was a member of its audit committee and served as the chair of its compensation committee. In February 2016, she became a director and chairperson of the board of The Manitowoc Food Service Company, a spinoff of The Manitowoc ~~Company.~~

Company, subsequently renamed Welbilt, Inc. Ms. Egnotovich ~~brings~~continues to be the ~~Hexcel~~chairperson of Welbilt’s board ~~almost thirty years’ experience in the aerospace industry, much of which was in senior leadership roles. Ms. Egnotovich has significant experience overseeing~~ and assessing the performance of companies, as well as their accountants, which makes her well-suited to serve on our audit committee. In addition, Ms. Egnotovich is able to offer the board a different perspective based on her experience as a director of a publicly traded manufacturing company outside of the aerospace industry.

~~Position, Principal Occupation, Business Experience and Directorships:~~

From 2001 until October 2012, Mr. Foster served as Executive Vice President and Chief Financial Officer of FMC Corporation, a chemical manufacturer serving various agricultural, industrial and consumer

markets. Prior to serving in this role, Mr. Foster held numerous other executive and management positions with FMC, including Vice President and General Manager—Agricultural Products Group from 1998 – 2001; Director, International, Agricultural Products Group from 1996-1998; General Manager, Airport Products and Systems Division, 1991-1996; and Program Director, Naval Gun Systems, FMC Defense Group, from 1989 to 1991. Mr. Foster has been a director of Teleflex, Inc. since May 2013 andalso serves as ~~the~~ chair of its ~~audit~~governance committee.

Mr. Foster has over 30 years’ management, operations and finance experience with FMC Corporation, including over eleven years as CFO, as well as experience as a director of another public company. He provides expertise and advice in the finance and investor relations areas, and his background in chemical operations has proven valuable in connection with discussions of capital spending and global sourcing. Mr. Foster’s many years of managing a large and geographically dispersed finance organization, his experience as the CFO of a publicly-traded company and his tenure as a member of the board of Hexcel led his fellow directors to appoint him as Lead Director starting in January 2014.THOMAS A. GENDRON

~~Position, Principal Occupation, Business Experience and Directorships:~~Director Since:2010

Mr. Gendron has been Chairman, Chief Executive Officer and President of Woodward, Inc. (“Woodward”), a designer, manufacturer and service provider of energy control and optimization solutions used in global infrastructure equipment, serving the aerospace, power generation and distribution and transportation markets, since 2007. ~~Mr. Gendron was~~He previously served Woodward as President and Chief Executive Officer ~~of Woodward~~ from 2005 to 2007 and as President and Chief Operating Officer from 2002 to 2005. Prior to becoming President of Woodward, Mr. Gendron served in a variety of other management positions at Woodward.

~~Mr. Gendron’s experience as president and CEO~~Election of Woodward, a NASDAQ-listed company, includes extensive operations and marketing experience in the aerospace and wind power industries. Woodward’s global aircraft and wind turbine controls business enables Mr. Gendron to provide the board with insight as to the aerospace and wind power industries, and offer guidance on the development of marketing strategies. In addition, Mr. Gendron’s significant manufacturing management experience makes him well-suited to advise our operations team. His experience evaluating compensation programs as a CEO led to his appointment as chair of the compensation committee in 2016.Directors

Committees Upon Re-election:Compensation, Nominating and ~~Directorships:~~Corporate Governance

Since May 2012, Dr. Graves has served as Chief Executive Officer, President and ~~President~~a director of MTS Systems Corporation, a leading global supplier of test systems and ~~industrial position~~ sensors. From 2005 until May 2012, Dr. Graves served as President and Chief Executive Officer of C&D Technologies, Inc., a producer of electrical power storage systems. From 2001 to 2005, he was employed by Kemet Corporation as Chief Executive Officer ~~(2003 to 2005)~~(2003-2005); President and Chief Operating Officer (2002-2003); and Vice President of Technology and Engineering (2001-2002). From 1994 to 2001, Dr. Graves was employed by the General Electric Company, holding a variety of management positions in GE’s Power Systems division from 1996 to 2001, and in ~~the~~GE’s Corporate Research and Development Center from 1994 to 1996. ~~Prior to General Electric,~~Earlier, Dr. Graves was employed by Rockwell International and Howmet Corporation, now a part of Alcoa Corporation. ~~Dr. Graves is~~

~~also~~Since 2017, he has been a member of the board of directors of ~~MTS Systems Corporation~~FARO Technologies, Inc. and ~~Teleflex, Inc. Dr. Graves~~ serves on ~~Teleflex’s~~its audit, compensation ~~committee.~~and governance and nominating committees. He was a member of the board of directors of C&D Technologies, Inc. from 2005 ~~through 2012.~~

Dr. Graves has more than ten years’ experience as a CEO of three NYSE-listed companies and substantial experience as a director of other US public companies. Dr. Graves has significant global operations and R&D experience, including with GE,Teleflex Incorporated from 2007 until 2017. He holds a PhD in Materials Science and has extensive prior involvement in materials development and application processes for airframe, propulsion systems and energy fields. ~~In addition to the obvious value as an experienced CEO~~

PROPOSAL 1—Election of three public companies, Dr. Graves was recruited to the board to help provide additional technical expertise. He has extensive experience doing business in China and India, enabling him to provide valuable contributions to discussions related to our Asia Pacific strategy, particularly with respect to industrial markets. Dr. Graves regularly reviews our R&D programs and organization and reports back to the board his findings and recommendations. In addition, Dr. Graves has advised on information technology projects based on his past experience with the implementation of enterprise resource planning systems.Directors

~~Position, Principal Occupation, Business Experience and Directorships:~~Age:64

From May 2008 to July 2014, Mr. Hachey served as President and Chief Operating Officer of Bombardier Aerospace, Inc. Prior to joining Bombardier in 2008, Mr. Hachey held numerous roles with Delphi Corporation, including the combined positions of Vice President, Delphi Corporation and President, Delphi Europe, Middle East and Africa, as well as Executive Champion for Delphi’s global manufacturing operations. Mr. Hachey began his career in 1978 with General Motors Corporation, where he held manufacturing and engineering leadership positions in Canada and the U.S.

Mr. Hachey’s six years’ experience as the President and Chief Operating Officer of a major aircraft manufacturer enables him to provide critical insight into Hexcel’s aerospace product offerings across the globe. In addition, Since January 2019, Mr. Hachey has significant experience overseeing global automotive manufacturing businesses and is able to offer a valuable perspective to discussions regarding our manufacturing operations, global manufacturing footprint, and industrial markets.

~~Position, Principal Occupation, Business Experience and Directorships:~~

Mr. Pugh served as the Chairman and Chief Executive Officer of Applied Industrial Technologies Inc., one of North America’s leading industrial product distributors, from October 2000 until October 2011. He was President and Chief Operating Officer of Applied from January 1999 to January 2000 and President and Chief Executive Officer of Applied from January 2000 to October 2000. Prior to joining Applied, Mr. Pugh was senior vice president of Rockwell Automation and general manager of Rockwell’s Industrial Control Group. Prior to joining Rockwell, Mr. Pugh held various sales, marketing and operations positions at Square D. Co. and Westinghouse Electric Corp. Mr. Pugh is alsobeen a member of the board of directors of ~~NN, Inc.~~Meggitt PLC, a British company whose shares are listed on the London Stock Exchange, and is a member of its audit, remuneration and nominations committees.

Executive Vice President – Finance and Administration and Chief Financial Officer

Ms. Suever has served as Executive Vice President—Finance and Administration and Chief Financial Officer of Parker Hannifin Corporation, a leading worldwide manufacturer of motion and control technologies and systems, since April 2017. Ms. Suever joined Parker Hannifin in 1987 and has held roles of increasing responsibility, including Vice President and Corporate Controller from 2010-2017; Vice President and Controller, Climate & Industrial Controls Group from 2008-2010; Assistant Treasurer in 2007; and Director, Finance and Investor Relations Support in 2006. She has also served Parker Hannifin as Manager of External Reporting and as a Division Controller and Business Unit Manager for its Gas Turbine Fuel Systems Division. Ms. Suever serves on ~~its audit~~the Board of Trustees for the National Multiple Sclerosis Society’s Ohio Buckeye Chapter. She is also a member of the CFO Council of the Manufacturers Alliance for Productivity & Innovation (MAPI), the American Institute of Certified Public Accountants (AICPA), and ~~compensation committees.~~

~~Mr. Pugh was CEO~~Election of an NYSE-listed company for eleven years until his retirement in 2011. Throughout his career, he gained extensive operations and sales and marketing experience in large-scale global manufacturing organizations; and extensive experience as a director of public companies. Mr. Pugh’s expertise in factory control systems and equipment maintenance programs has provided valuable expertise to the board and to our operations management team. Mr. Pugh brings important perspectives in the executive compensation area to both the compensation committee and the board, as a result of his varied experiences with other public boards.Directors

~~We currently have ten independent directors out of eleven directors.~~ Our board has affirmatively determined that each ~~director nominee,~~member of our board of directors is independent within the meaning of the listing standards of the NYSE other than Mr. Stanage, our Chairman of the Board, Chief Executive Officer and ~~President, Mr. Stanage, meets~~President. In addition, the ~~NYSE director independence requirements. In making these determinations our~~ board ~~considered whether a director~~ has ~~a “material relationship” with us as contemplated by~~determined that the members of the audit committee, compensation committee and nominating and corporate governance committee are, and were during the year ended December 31, 2019, independent within the meaning of the NYSE listing ~~standards. Onenon-employee~~ ~~director has a relationship with us other than as a director~~standards, and that members of ~~Hexcel.~~the audit and compensation committees currently meet and, during the year ended December 31, 2019 met, the additional independence requirements of the NYSE applicable to audit committee and compensation committee members. In making its independence determinations, the board considered the following: Ms. Brubaker ~~is a director~~and Dr. Graves are both non-employee directors of a ~~private aerospace~~ company that is our ~~customer. In determining~~supplier; Mr. Campbell is a non-employee director of a company that ~~Ms. Brubaker did not have~~provides consulting services to us; and Mr. Hachey is a ~~material relationship with us,~~non-employee director of a company that is both a customer and ~~thus was independent, our board considered,~~a supplier of ours. After considering, among other things, ~~the~~our sales to ~~this private aerospace~~each company that is a customer as a percentage of our total sales, our purchases of goods or services from each company that is a supplier or service provider as ~~well as~~a percentage of such company’s total sales (or projected sales for 2019), and the fact that Ms. Brubaker, Mr. Campbell, Dr. Graves and Mr. Hachey are not employed by the companies referenced above, the board concluded that our relationships with these companies do not impair Ms. Brubaker’s, Dr. Graves’, Mr. Campbell’s or Mr. Hachey’s independence. In making the independence determination with respect to Dr. Graves and Ms. Suever, the board considered that they are executive officers of companies that are either a supplier or a customer of Hexcel. After considering, among other things, the de minimis amount of the transactions with these companies, the board concluded that our relationships with these companies do not impair Dr. Graves’ or Ms. Suever’s independence.

On January 12, 2020, we announced that we had entered into an agreement and plan of merger (the “Merger Agreement”) with Woodward and Genesis Merger Sub, Inc., a wholly owned subsidiary of Woodward (“Merger Sub”), which provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Hexcel, with Hexcel surviving the merger as a wholly owned subsidiary of Woodward (the “Merger”). Mr. Gendron, the current Chairman of the Board, Chief Executive Officer and President of Woodward, is ~~not an employee~~a member of ~~this private aerospace~~our board of directors. In February 2020, during our annual review of the independence of our directors, the board determined that the execution of the Merger Agreement created a material relationship between Mr. Gendron and the company, and ~~does~~that Mr. Gendron could not ~~have any significant direct or indirect pecuniary interest in~~be considered independent while the ~~business relationship~~Merger was pending. As a result, Mr. Gendron was removed from the compensation committee. On April 5, 2020, Hexcel and Woodward entered into an agreement to terminate the Merger Agreement (the “Termination Agreement”). In light of the termination of the Merger, and the limited continuing obligations between usHexcel and ~~this private aerospace company.~~Woodward, on April 16, 2020, the board determined that Mr. Gendron meets the independence requirements of the NYSE listing standards.

During ~~2016~~2019, there were ~~five~~seven meetings of the board, and 2118 meetings ~~and six actions by written consent~~ in the aggregate of the four standing committees of the board. Each of the incumbent directors who served on the board and its committees during ~~2016~~2019 attended or participated in at least 75% of the aggregate number of board meetings and applicable committee meetings held during ~~2016.~~2019, except for Mr. Gendron who, due to his recusal in connection with the potential Merger with Woodward, attended 67% of the aggregate board meetings and applicable committee meetings, but attended all of the board and committee meetings for which he was not recused. A director is expected to regularly attend and participate in meetings of the board and of committees on which the director serves, and to attend the annual meeting of ~~stockholders.~~stockholders, pursuant to the company’s corporate governance guidelines. Each of the incumbent directors ~~other than Mr. Foster~~ attended the last annual meeting of stockholders.

During 2019, the board ~~has established~~had the following standing committees: audit committee; compensation committee; finance committee; and nominating and corporate governance committee. The board may establish other special or standing committees from time to time. Members of committees serve at the discretion of the board. Effective January 1, 2020, our board of directors eliminated the finance committee and shifted its delegated duties back to the board of directors. Each of ~~our four~~the remaining three standing committees operates under a charter ~~adopted~~which is reviewed at least annually by the relevant committee and approved by the board. The charter for each ~~committee except the finance~~ committee requires that all members be independent as required by NYSE listing standards. The charter of the finance committee prohibits the committee from taking any action that is required by NYSE rules to be taken by a committee composed entirely of independent directors, unless the finance committee is composed entirely of independent directors. Our board has also adopted ~~a set~~corporate

governance guidelines. All committee charters and the corporate governance guidelines ~~can be viewed on~~are available through the ~~investor relations section~~Investor Relations page of our website,www.hexcel.com,, under ~~“Corporate Governance.~~“Governance.” You may obtain a copy of any of these documents, free of charge, by directing your request to Hexcel Corporation, Attention: Vice President, Investor Relations, ~~Manager,~~ Two Stamford Plaza, 281 Tresser Boulevard, Stamford, CTConnecticut 06901, ~~telephone(203) 352-6826.~~

The following table ~~below~~ provides information regarding the membership of each board committee as of December 31, 2019 and ~~meeting~~the number of meetings held during fiscal year ~~2016:~~2019:

In connection with the board’s determination in February 2020 that Mr. Gendron was no longer independent, he was removed as a member and the Chair of the compensation committee, and the board appointed Cynthia M. Egnotovich as a member and Guy C. Hachey as the Chair of the compensation committee. The following table provides information regarding the current membership of each standing board committee as of the date of this proxy statement:

Assuming re-election of the following directors at the Annual Meeting, the membership of each standing board committee will be as follows, effective June 1, 2020:

The audit committee assists ~~with~~ the ~~board’s~~board in its oversight of the integrity of our financial statements, our exposure to risk and mitigation of those risks, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications, independence and performance, and our internal audit function. Additional information regarding the audit committee, including additional detail about the functions performed by the audit committee, is set forth in the Audit Committee Report included on page 6358 of this proxy statement.

All members of our audit committee meet the financial literacy requirements of the ~~NYSE and at least one member has accounting or related financial management expertise as required by the~~ NYSE. In addition, our board has determined that Jeffrey C. Campbell isand Catherine A. Suever are each an ~~audit~~“audit committee financial ~~expert~~expert” under SEC rules.

The audit committee has adopted procedures for the receipt, retention and handling of ~~concerns~~complaints regarding accounting, internal ~~accounting~~ controls and auditing matters by employees, stockholders or other persons. Any person with such a ~~concern~~complaint should report it to the board as set forth under “Contacting the Board” on page ~~15.~~12. The audit committee has also adopted procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

~~The audit committee has established policies and procedures for thepre-approval~~ ~~of all services provided by our independent registered public accounting firm. These policies and procedures are described on page 65 of this proxy statement.~~

The finance committee provides guidance to the board and management on significant financial matters, including the company’s capital structure, credit facilities, equity and debt issuances, acquisitions, divestitures, liquidity and insurance coverage.

The nominating and corporate governance committee regularly seeks input from the board regarding the skills and attributes it believes new nominees should possess in order to strengthen the board; identifies and recommends to the board individuals qualified to serve as directors and on committees of the board; advises the

board with respect to board and committee procedures; develops and recommends to the board, and reviews periodically, our corporate governance principles; and oversees the evaluation of the board, the committees of the board and management. The nominating and corporate governance committee evaluates the board’s and each committee’s performance at least annually. In addition, ~~each~~the nominating and corporate governance committee, in collaboration with the lead director, conducts ~~an annual self-evaluation and we also conduct~~ a peer review of individual directors every other year. The board evaluation process is more fully described on page 11 below.

Under the charter of the nominating and corporate governance committee and our corporate governance guidelines, the nominating and corporate governance committee is responsible for assessing the appropriate balance of criteria required of board members and, in considering potential director candidates, will consider, among other things, the background and qualifications of the potential director candidate, including knowledge, experience, diversity, personal and professional integrity, business judgment, time availability in light of other commitments, potential conflicts of interest and such other factors that the nominating and corporate governance committee considers appropriate in the context of the needs or stated requirements of the board. The nominating and corporate governance committee has independent authority to select and retain ~~any~~a search firm to assist it in identifying qualified candidates for board membership, and has the sole authority to approve the search firm’s fees and terms of engagement.

The nominating and corporate governance committee believes that each nominee for director should demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the board’s supervision and oversight of our business and affairs. The committee also considers the following when selecting candidates for recommendation to the board: broad business knowledge, experience, professional relationships, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other factors that the committee considers appropriate in the context of the needs or stated requirements of the board.

We do not have a formal policy with regard to consideration of diversity in identifying director nominees. However, both the charter of the nominating and corporate governance committee and our corporate governance guidelines list diversity as one of many attributes and criteria that the committee will consider when identifying and recruiting candidates to fill positions on the board. ~~Our corporate governance guidelines also state that our board should generally have no fewer than ten directors to permit diversity of experience.~~ The committee considers a broad range of diversity, including diversity with respect to experience, skill set, areas of expertise and professional background, as well as race, gender and national origin. Our informal policy regarding consideration of diversity is implemented through discussions among the committee members, and by the committee with our outside search firm and with senior management. The committee assesses the effectiveness of this policy through its annual self-evaluation, a report of which is delivered to the board. Every board candidate search undertaken by us includes diversity as a desired attribute for the candidate.

The nominating and corporate governance committee will consider director candidates recommended by stockholders, as well as by other sources, including ournon-management directors, our chief executive officer, and other executive officers. In considering candidates submitted by stockholders, the committee will take into consideration the needs of the board and the qualifications of the ~~candidate. The company’s policy on~~candidate, according to the ~~consideration of all director candidates, regardless of source, is~~criteria set forth ~~in the charter of the nominating and corporate governance committee.~~above. To have a candidate considered by the committee, a stockholder must submit the recommendation in writing to ~~our corporate secretary~~the Corporate Secretary at the address listed below under “Contacting the Board” so that it is received at least 120 days prior to the anniversary date of our prior year’s annual meeting of stockholders. The stockholder must supply the following ~~information~~ with his or her recommendation:

The name and record address of the stockholder and evidence of the stockholder’s ownership of Hexcel stock, including the class and number of shares owned of record or beneficially by the stockholder or any of its affiliates or associates (and any other direct or indirect pecuniary or economic interest in Hexcel stock, such as any derivative instrument, swap, option, warrant, short interest, hedge or profit sharing arrangement) and the length of time the interest in the shares have been held

■ The name and record address of the stockholder and evidence of the stockholder’s ownership of Hexcel stock; and
■ The name, age, business address and residence address of the candidate, a listing of the candidate’s qualifications to be a director, and the candidate’s consent to be named as a director if selected by the committee and nominated by the board.

In connection with its evaluation, the nominating and corporate governance committee may request additional information from the candidate ~~a listing of~~or the ~~candidate’s qualifications to be a director, and the person’s consent to be named as a director if selected by the committee and nominated by the board~~

~~An advance irrevocable resignation letter providing for the contingent resignation of the candidate in the event that the candidate is elected to the board and subsequently becomes a holdover director~~

The candidate’s written representation and agreement that the candidate (1) would be in compliance, if elected as a director of Hexcel, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of Hexcel, (2) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the candidate, if elected as a director of Hexcel, will act or vote on any issue or question that has not been disclosed to Hexcel in the representation and agreement, and (3) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Hexcel with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of Hexcel without disclosing to Hexcel such agreement, arrangement or understanding

~~Any information about the stockholder and the candidate which would be required to be disclosed in a proxy statement or other filing relating to the election of directors~~

~~A representation that the stockholder intends to appear in person at the annual meeting to nominate the candidate~~

Any material interest of the stockholder or any of its affiliates or associates relating to the nomination of the candidate, including a description of all arrangements or understandings between the stockholder and the candidate

Whether any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made by or on behalf of the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or manage risk or benefit of share price changes for, the stockholder or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of the stockholder or any of its affiliates or associates with respect to Hexcel’s capital stock

A description of all arrangements or understandings between the stockholder or any of its affiliates or associates and any other person, naming such other person, relating to the recommendation of such candidate

recommending stockholder. The committee’s evaluation process does not vary based on whether or not a candidate is recommended by a ~~stockholder, although~~stockholder.

The nominating and corporate governance committee also periodically reviews the ~~board may take into consideration the number~~company’s sustainability strategy, including initiatives and policies relating to environmental stewardship, corporate social responsibility and corporate culture.

PROPOSAL 1—Election of ~~shares held by a recommending stockholder and the length of time that such shares have been held. No stockholder recommendations were made for this Annual Meeting.~~Directors

The compensation committee ~~defines the goals of~~articulates our compensation policy and principles, reviews and approves our compensation programs, including director compensation, and oversees our benefit plans. In this ~~capacity,~~regard, the compensation committee oversees the administration of our incentive plans and may make grants, for example, ofnon-qualified stock options (“NQOs”), restricted stock units (“RSUs”) and performance-based share awards (“PSAs”) to executive officers, other key employees, directors and ~~consultants.~~consultants; any such grants to Mr. Stanage are subject to the approval of our independent directors.

Additional information regarding the compensation committee, including additional detail about the ~~objectives,~~ policies ~~processes~~ and ~~procedures of the~~principles regarding our compensation ~~committee,~~program, and information ~~with regard to~~concerning the compensation consultant retained by the compensation committee (including a description of services provided by the consultant), is set forth ~~in Compensation~~under “Compensation Discussion and ~~Analysis~~Analysis” beginning on page 2219 of this proxy statement.

As stated in our ~~Corporate Governance Guidelines,~~corporate governance guidelines, we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer. The board believes that it is appropriate for Mr. Stanage to hold both offices because the combined role enables decisive leadership and clear accountability and enhances our ability to communicate our strategy clearly and consistently to stockholders and other key constituencies, such as our employees and key customers and suppliers. We also believe we have ~~in place sound counter-balancing mechanisms to ensure~~additional board structure and oversight attributes that ~~we maintain the highest standards~~facilitate our maintenance of a high standard of corporate governance and effective accountability of the CEO to the board, including the following:

~~Each of the other directors on the board is independent~~

~~The board has named a lead director, whose responsibilities are described in detail below~~

~~Mr. Stanage’s performance and compensation is reviewed, and Mr. Stanage’s compensation is set, by the compensation committee, with formal oversight by the independent directors as a group~~

~~The independent directors meet regularly in executive sessions without management~~

~~The board regularly reviews performance, management development and succession plans for executive positions.~~

Our ~~bylaws~~Bylaws dictate that if the ~~chairman~~Chairman of the ~~board is independent, then the chairman will be the lead director or, if the chairman~~Board is not independent, as is the case with Mr. Stanage, then the independent directors are required to designate an independent board member to serve as lead director. The independent directors have designated Mr. ~~Foster~~Campbell to serve as lead director. ~~Mr. Foster has the~~In addition to his authority to call a meeting of the independent directors, ~~in addition to~~Mr. Campbell has the responsibilities listed below:

~~Oversees the flow of information to the board~~

~~Determines the annual master agenda for board meetings with input from management and other directors~~

~~Collaborates with the CEO to assure that information and materials that are important to the board’s understanding of agenda items are sufficient in scope~~

~~Oversees the board’s performance evaluations of the CEO and provides feedback directly to the CEO~~

~~Conducts peer reviews of individual directors as part of the board’s evaluation process~~

~~Chairs executive sessions of the board and meets with the CEO to discuss matters of board concern~~

~~Collaborates with the nominating and corporate governance committee in monitoring the composition and structure of the board~~

Under our corporate governance guidelines, the independent directors are required to meet as a board in executive session, without management, ~~a minimum of~~at each regularly scheduled, in person board meeting, but no less than two times a year.

Board and committee evaluations play a critical role in ensuring the effective functioning of the board of directors. Our corporate governance guidelines assign responsibility for overseeing the annual board and committee evaluation process to the nominating and corporate governance committee. The evaluation process is adopted by the board upon recommendation of the nominating and corporate governance committee. The current board and committee evaluation process involves two steps. First, in each year, ~~but normally do so at~~each director completes a questionnaire evaluating the board of directors as a whole and each standing committee of the board on which he or she serves, including feedback on board and committee effectiveness, size, composition and frequency of meetings, director access to management and the sufficiency and timeliness of information and materials provided by management, and the sufficiency of processes for risk oversight, as well as the overall mix of director skills, experience and backgrounds. The results of the survey are aggregated, summarized by the General Counsel, and presented to the nominating and corporate governance committee, which then provides a report, with recommendations of governance changes, if any, to the board and each committee. Second, every ~~regular~~other year, a peer review is conducted, to provide feedback on the experience, background, skills, overall commitment and contribution to the effectiveness of the board ~~meeting.~~

The board is ~~responsible for~~actively involved in overseeing our risk management. ~~Twice annually,~~The board, and each committee, regularly consider potential risks. In addition, we have an active enterprise risk management program, which is designed to measure, manage and aggregate risks on an enterprise-wide basis, and provide a systematic approach to risk assessment and mitigation. Under the enterprise risk management program, management identifies various risks facing the company and assesses such risks, taking into account the likelihood of occurrence and potential impact. Management is responsible for developing an action plan to eliminate, mitigate or monitor such risks. Management makes regular presentations to the board, no fewer than two times per year (and more frequently if circumstances warrant), regarding material risks facing the company, including internal risks related to our operations, strategy, financial condition, and employees, and external risks related to our markets, geographic locations, cybersecurity, regulatory environment, and macroeconomic outlook. Additionally, starting in the first quarter of 2020, the board has been meeting regularly to consider and discuss updates on the company’s management of the COVID-19 pandemic, including with regard to the company’s operations, financial position and liquidity, communications strategy, personnel management and government affairs engagement, among other items. At these meetings, the board discusses ~~enterprise risk~~and reviews these risks, helps management ~~defining~~define key risk and business continuity indicators, and ~~steps~~determines what, if any, additional actions should be taken to ~~reduce identified risks, including risks related to manufacturing, technology and IT security.~~mitigate these risks. In addition, ~~specific~~each board ~~committees are~~committee is responsible for overseeing specific types of risk. ~~Our~~The audit committee periodically reviews our currency exchange and hedging policies, insurance coverage, tax exposures and ~~our~~ processes to ensure compliance with laws and regulations, and also reviews reports from our anonymous hotline that employees and third parties can use to report suspected violations of our Code of Business Conduct. The audit committee also regularly meets in executive ~~sessions~~session without management present with our outsourced internal audit firm and our independent registered public accounting firm to discuss areas of concern of which the board should be aware. The finance committee addresses significant financing matters such as our capital structure, credit facilities, equity and debt issuances, liquidity and insurance programs.concern. Our compensation committee establishes compensation policies and programs that ~~do not incentivize~~are designed to prevent incentivizing executives and employees to take on an inappropriate level of ~~risk, as discussed under “The Process for Setting Compensation—Compensation Risk Oversight” on page 28 of this proxy statement.~~risk. The nominating and corporate governance committee is responsible for making recommendations to the board regarding succession planning for senior leadership ~~positions.~~positions, as well as the company’s initiatives and policies relating to environmental stewardship, corporate social responsibility and corporate culture. Each of our board committees delivers a report to the board, no later than the next scheduled board meeting, regarding matters considered at committee meetings that have taken place since the ~~last~~previous board meeting.

~~Our senior management meets periodically with our functional leadership teams~~

On April 6, 2020, the board declared a dividend of one preferred share purchase right (a “right”) for each outstanding share of the company’s common stock and adopted a stockholder rights plan, as set forth in the rights agreement entered into as of April 6, 2020, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, which we refer to ~~discuss and review~~as the ~~risks that exist~~“rights agreement.” The dividend was payable on April 16, 2020 to stockholders of record of the company’s common stock as of the close of business on April 16, 2020. The stockholder rights plan was adopted in ~~connection with our business. Management makes regular presentations~~response to the ~~board, no fewer than two times per year (and more frequently if circumstances warrant), regarding all types~~extraordinary business and market dislocations resulting from the COVID-19 pandemic and the actions taken to contain it, as well as the termination of ~~material risks facing~~the company’s previously announced merger of equals with Woodward, as described on page 7 and page 60. The stockholder rights plan was not adopted in response to any specific takeover bid or other proposal to acquire control of the company. ~~At these meetings~~In general, the rights agreement works by imposing a significant penalty upon any person or group which acquires 15% or more of the outstanding common stock without the approval of the board. The rights agreement is intended to deter any person or group from triggering the rights without such acquisition first being approved by the board. If triggered by an acquiring person, the provisions of the rights agreement, among other things, will substantially dilute the equity and voting interests of any potential acquiring person unless the board ~~discusses~~approves the acquisition. If the rights become exercisable, each right will allow its holder to purchase from the company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “preferred share”) for $150.00. This portion of a preferred share will give the stockholder approximately the same dividend, voting and ~~reviews these risks and determines what, if~~liquidation rights as would one share of common stock. The rights will not be exercisable until ten days after the public announcement that a person or group has become an “acquiring person” (as defined in the rights agreement) by obtaining beneficial ownership of 15% or more of the outstanding common stock. Prior to exercise, the right does not give its holder any ~~new actions should be taken to mitigate these risks.~~dividend, voting, or liquidation rights. The rights will expire on April 6, 2021.

At least annually, the board engages in a review of management ~~developmental~~development and succession planning to assess ~~leadership development programs~~organizational and ~~organizational~~leadership effectiveness, and conductsin-depth discussions regarding specific succession and contingency planning for all key senior leadership positions.

The company welcomes and seeks stockholder engagement throughout the year. Management, as well as all our directors, will be available to answer questions from stockholders at the Annual Meeting. In addition, management of the company conducts stockholder outreach throughout the year to ensure management and the board understand and consider the issues that matter most to our stockholders. We provide regular updates regarding the company’s performance and strategic actions to the investor community, and we participate in numerous investor conferences, one-on-one meetings, earnings calls, investor days, and educational investor and analyst conversations. Senior management also regularly engages with individual investors at investor conferences, industry events, hosting investors at our corporate office, visiting investors at their offices and participating in teleconferences. In May 2019, we hosted an investor day event in Salt Lake City, Utah, which included a tour of the company’s facility, as well as a thorough review of the prior year’s results, discussion of the company’s long term strategy and outlook, and review of the company’s product portfolio, sustainability initiatives and capital allocation strategies. This investor day was webcast for those who could not attend in person. We also communicate with stockholders and other stakeholders through various media, including our annual report, proxy statement and other filings with the SEC, news releases and our website. We believe ongoing stockholder engagement allows us to communicate our strategy and respond effectively to any stockholder concerns.

Stockholders and other interested parties may contact thenon-management members of the board or the lead director by sending their concerns to: Board of Directors, c/o Corporate Secretary, Hexcel Corporation, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, ~~CT 06901; facsimile number(203) 358-3972.~~Connecticut 06901, or by email to CorporateSecretary@hexcel.com. The ~~corporate secretary~~Corporate Secretary will review all communications and forward them to the lead director. The ~~corporate secretary~~Corporate Secretary may, however, filter out communications that do not relate to our business activities, operations or our public disclosures, but will maintain a record of these communications and make them available to the lead director. Any communications received by the lead director regarding concerns relating to accounting, internal ~~accounting~~ controls or auditing matters will promptly be ~~immediately~~ brought to the attention of the audit committee and will be handled in accordance with the procedures established by the audit committee to address these matters.

It is our policy that all of our directors, officers ~~directors~~ and employees worldwide conduct our business in an honest and ethical manner and in compliance with all applicable laws and regulations. Our board has adopted the Hexcel Code of Business Conduct, ~~in order to clarify, disseminate and enforce this policy. The Code~~which applies to all of our directors, officers ~~directors~~ and employees worldwide, ~~including~~and addresses in detail our ~~chief executive officer, chief financial officer and controller.~~expectations with regard to conduct that fulfills our policy. The Code can be viewed on the ~~investor relations~~Investor Relations section of our website,www.hexcel.com,, under ~~“Corporate Governance.~~“Governance.” In addition, you may obtain a free copy of the Code by directing your request to

Hexcel Corporation, Attention: Vice President, Investor Relations, ~~Manager,~~ Two Stamford Plaza, 281 Tresser Boulevard, Stamford, CTConnecticut 06901, ~~telephone(203) 352-6826.~~or by email to InvestorRelations@Hexcel.com. Any amendment to the Code of Business Conduct (other than technical, administrative ornon-substantive amendments), or any waiver of a provision of the Code that applies to our directors or executive officers, will be promptly disclosed on the ~~investor relations~~Investor Relations section of our website under ~~“Corporate Governance.~~“Governance.”

Ournon-employee director compensation program is comprised of a mix of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our board.

In ~~May 2016,~~2019, annual non-employee director cash compensation consisted of a retainer of $73,000 plus:

Under our non-employee director compensation program, each non-employee director is permitted to elect to receive restricted stock units (“RSUs”) in lieu of their annual cash retainer to which they are entitled (“Retainer RSUs”). In addition, upon initial election to the board and each re-election thereafter, each non-employee director receives a grant of RSUs (“Annual RSUs”) in an amount determined by the compensation committee following its receipt of the advice of its independent compensation consultant and its consideration of other relevant factors. The grant date value of Annual RSUs issued to directors in 2019 was $105,000. Non-employee director RSUs vest daily over the twelve months following the date of grant and convert into an equivalent number of shares of our common stock on the first anniversary of grant unless the director elects to defer conversion and delivery of the shares underlying the RSUs until termination of service as a director. Vesting of Retainer RSUs is accelerated upon any termination of service as a director.

In addition to the annual compensation described above, if a special committee is designated by the board, each non-employee director who serves on the special committee receives $1,000 for each meeting attended.

In October 2019, the compensation committee performed its annual review of the director compensation program compared with survey data from the National Association of Corporate ~~Directors.~~Directors (“NACD”). The review indicated that our directors were compensated below competitive levels for companies of our size, with the equity portion of the director compensation ~~remained competitive with compensation for other similarly sized firms. The compensation committee therefore recommended no changes in 2016 to~~pay mix slightly below the ~~annual director compensation.~~

~~Annualnon-employee~~ ~~director cash compensation consists of~~company’s peer group and the NACD median. As a ~~retainer of $58,000 plus:~~

~~$25,000 for the lead director~~

~~$12,500 for the audit committee chair~~

~~$7,500 for~~result, the compensation committee ~~chair~~and the board approved a $15,000 increase in equity grant value from $105,000 to $120,000, beginning with the 2020 Annual RSUs.

~~$5,000 for each~~In light of the ~~nominating and corporate governance committee and the finance committee chairs~~

~~$10,000 for each member~~significant financial impact of the ~~audit committee (including~~COVID-19 pandemic on the ~~chair of~~company, the ~~committee)~~

~~$7,500 for each member~~board, upon recommendation of the compensation committee, ~~(including~~reduced the ~~chair~~cash retainer fees of the ~~committee)~~

~~$5,000 for each member~~non-employee directors of the ~~nominating~~Company, including the value of any Retainer RSUs, by 50%, effective for the second quarter of 2020. The

HEXCEL CORPORATION | 2020 Proxy Statement

PROPOSAL 1—Election of Directors

extent and ~~corporate governance committee and the finance committee (including the chairs~~duration of ~~the committees)~~

~~Upon initial election to the board and on eachre-election~~ ~~thereafter, eachnon-employee~~ ~~director receives a grant of RSUs in an amount determined~~these reductions will be reassessed by the compensation committee ~~as guided by the advice of its independent compensation consultant~~ and other relevant factors. The target grant date value of RSUs issued to directors in 2016 was $105,000. The RSUs vest daily over the twelve months following the date of grant and convert into an equal number of shares of our common stock on the first anniversary of grant unless the director elects to defer conversion until termination of service as a director.

~~In addition to the annual compensation described above, if a special committee is designated by~~ the board ~~eachnon-employee~~ ~~director~~ of ~~that special committee receives $1,000~~directors as the situation evolves, and will be described in our proxy statement for ~~attendance at any~~next year’s annual meeting of ~~that committee.~~stockholders.

Our stock ownership guidelines, which are described on page ~~39,~~35, apply tonon-employee directors, as well as executive officers. All of ournon-employee directors, except Ms. Suever, who was elected as a director in May 2018, are in ~~full~~ compliance with the ~~policy, except for Mr. Hachey and Ms. Egnotovich who were elected to the board in October 2014 and January 2015, respectively.~~

The table below summarizes the compensation paid by the company tonon-employee directors for the fiscal year ended December 31, ~~2016.~~2019:

Set forth below is certain information concerning each of our current executive officers ~~in 2016.~~as of the date of this proxy statement. For additional information concerning Mr. Stanage, see “PROPOSAL 1—ELECTION OF DIRECTORS—Information Regarding the Directors” on page 5.

In 2016, we evaluated our leadership team in light of the significant increase in the size and scope of our operations, and determined that the duties and responsibilities of certain positions had increased over time. To reflect this, we appointed Messrs. Canario, Merlot and Swords as executive officers.2.

~~WAYNE C. PENSKY has served as~~PATRICK J. WINTERLICHwas appointed our Executive Vice President and Chief Financial Officer ~~since May 2016. From April 2007 to May 2016,~~in September 2017. Mr. ~~Pensky was~~Winterlich joined Hexcel in 1998 and has served in roles of increasing responsibility in Operations, Finance and Information Technology, serving most recently as Senior Vice ~~President~~President—Tax, Systems and ~~Chief Financial Officer. Prior~~Enterprise Reporting from March 2016 to serving in this role, Mr. Pensky served as Vice President, Finance and Controller of our Composites global business unit since 1998. From 1993 to 1998 Mr. Pensky was our Corporate Controller and Chief Accounting Officer. Prior to joining Hexcel in 1993, Mr. Pensky was a partner at Arthur Andersen & Co., where he had been employed since 1979.

~~GAIL E. LEHMAN was appointed our Executive Vice President, General Counsel and Secretary in January~~August 2017. Prior to joining Hexcel, ~~she worked~~Mr. Winterlich served in several financial capacities at Noranda Aluminum Holding Corporation where she served as Chief Administrative Officer, General Counsel & Corporate Secretary. Prior to Noranda, Ms. Lehman was Vice President, General Counsel & Corporate Secretary at both Hawker Beechcraft CorporationCourtaulds plc, a U.K. international chemicals group. He has a degree in accounting and ~~Covalence Specialty Materials Corporation. Earlier in her career, Ms. Lehman held numerous roles as Assistant General Counsel~~financial analysis from Warwick University and General Counsel at Honeywell International, supporting Treasury and Finance, Honeywell Fluorine Products, Engineered Plastics and Specialty Films, and environmental litigation and regulatory compliance.is a member of the Chartered Institute of Management Accountants.

IRA J. KRAKOWER served as our Executive Vice President, General Counsel and Secretary from May 2016 until January 2017, when he became Special Counsel to the Chief Executive Officer. From September 1996 to May 2016, Mr. Krakower was Senior Vice President, General Counsel and Secretary. Prior to joining Hexcel, Mr. Krakower served as Vice President and General Counsel to Uniroyal Chemical Corporation from 1986 to August 1996 and served on the board and as Secretary of Uniroyal Chemical Company, Inc. from 1989 to 1996.

ROBERT G. HENNEMUTH ~~has served~~was appointed as our Executive Vice President, Human Resources and Communications ~~since~~in May 2016. Mr. Hennemuth joined Hexcel in March 2006 as Senior Vice President, Human Resources. Prior to joining Hexcel, Mr. Hennemuth served as Vice President—Human Resources of Jacuzzi Brands, Inc. from July 2003 to September 2005. Previously, he was employed by Honeywell

International Inc.~~, (formerly known as~~ and, prior to the acquisition of Honeywell by AlliedSignal Inc.), in 1999, by AlliedSignal where he served as Vice President of Human Resources & Communications for various businesses from December 1996 to June 2003, including the Honeywell Consumer Products Group.

GAIL E. LEHMANwas appointed our Executive Vice President, General Counsel and Secretary in January 2017. Prior to joining Hexcel, she was Chief Administrative Officer, General Counsel & Corporate Secretary at Noranda Aluminum Holding Corporation from March 2012 to December 2016; its Vice President of Human Resources, General Counsel and Corporate Secretary from February 2011 to March 2012; and its Vice President, General Counsel and Secretary from January 2010 to February 2011. On February 8, 2016, Noranda filed for bankruptcy protection under the U.S. Bankruptcy Code. Ms. Lehman was Vice President, General Counsel and Corporate Secretary at both Hawker Beechcraft Corporation (July 2007-August 2009) and Covalence Specialty Materials Corporation (April 2006-May 2007). From November 2001 through April 2006, she was Assistant General Counsel, Treasury and Finance, and Assistant Secretary of Honeywell International Inc. From 1993 to November 2001, Ms. Lehman held various position of increasing responsibility in the Law Department of Honeywell.

THIERRY MERLOTbecame our President, Aerospace, ~~– EMEA/AP~~Europe, Middle East, Africa and Asia Pacific in May 2016. From 2010 to May 2016, he was Vice President and General Manager—Aerospace, ~~EMEA/AP.~~Europe, Middle East, Africa and Asia Pacific. Mr. Merlot joined Ciba-Geigy in 1988, and became an employee of Hexcel upon the merger between Hexcel and ~~Ciba-Geigy~~Ciba-Geigy’s Composites business in 1996. Over the years, he has held several sales and marketing positions in Europe and Asia Pacific for the company. Mr. Merlot began his career in 1983 with Dassault Aviation as an R&D process engineer and Quality Manager for composite materials.

COLLEEN PRITCHETTbecame our President, Aerospace, – Americas in November 2018. Prior to joining Hexcel, Ms. Pritchett served in a number of capacities for E.I. du Pont de Nemours and Company from June 1996 until November 2018, including most recently as Global Business Director and President of the Electronics & Imaging Advanced Printing business from January 2016 until November 2018; Global Business Director and President of the Electronics & Communications Microcircuit Materials business in Taiwan from May ~~2016.~~2015 until December 2015; and Asia Pacific Director of the Performance Polymers business in Shanghai, China from July 2013 until May 2015. Prior to that, Ms. Pritchett held various positions of increasing responsibility at du Pont, such as Global Business Director of the Performance Polymers Kalrez^®and Vespel^®business; Strategic Planning Manager for the DuPont Company; Strategic Planning Manager for the Performance Coatings business; Americas Business Manager; North America Sales and Distribution Manager; and National Accounts Team Sales Manager, as well as roles in Engineering, Finance and Sales.

BRETT SCHNEIDERbecame our President, Industrial and Global Fibers in March 2020. From ~~2010~~January 2018 through March 2020, Mr. Schneider was our President, Global Fibers. Prior to that, from May 2016 hethrough December 2017, Mr. Schneider was our Senior Vice President, and General Manager, Aerospace – Americas. Mr. Canario joined Hexcel with the Ciba-Geigy merger in 1996 when he was Manager—International Business Development. He has held several positions within Hexcel including Vice President—Americas Sales and Marketing, Director—Financial Planning and Analysis, Manager—eCommerce and Supply Chain, Finance Manager—Asian Joint Ventures, and Manager—Global Operations Coordination. Prior to Ciba-Geigy, Mr. Canario worked at BP Chemicals as Business Development, ~~Manager, Project Engineer,~~ and ~~Operations Manager. Mr. Canario also worked at Leading Systems.~~

~~TIMOTHY SWORDS became President, Industrial in May 2016, after serving~~ from October 2012 to May 2016, Mr. Schneider served as ~~Vice President and General Manager—Industrial. He joined Hexcel in 2011 as~~our Vice President, Business Development. ~~Previously, he was General~~Mr. Schneider joined Hexcel in 2001 and has held several other positions with Hexcel, including Shared Services Manager ~~of Commercial Engines Marketing,~~and Global Project Manager at our Duxford, UK plant, Plant Manager for our Salt Lake City fiber operations, Site Manager at our Salt Lake City plant and Director of ~~Strategic~~Advanced Manufacturing. Prior to joining Hexcel, Mr. Schneider served as Operations & ~~Regional Marketing~~Process Development Manager at ~~GE Aviation. In addition, Tim spent several years with Honeywell Aerospace, where he served in several positions including Vice President of Technical Sales for Air Transport & Regional~~Meridian Automotive Systems, Plant Manager at Cambridge Industries and ~~Vice President of Sales, Marketing & Business~~Automation Development ~~for Engine Systems and Accessories. Early in his career, Tim was Communications Systems Engineer with AG Communications Systems and with the Johns Hopkins University Applied Physics Lab.~~

The following table sets forth certain information as of ~~February 28, 2017~~December 31, 2019 with respect to the ownership by any person ~~(including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”))~~ known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of Hexcel common ~~stock:~~stock (the number of shares held by each listed stockholder may have changed subsequent to December 31, 2019):

The following table contains information regarding the beneficial ownership of shares of Hexcel common stock as of ~~February 28, 2017~~March 27, 2020 by our current directors and the executive officers listed in the Summary Compensation Table and by all directors and current executive officers as a group. ~~The information appearing under the heading “Number of Shares of Common Stock” was supplied to us by the persons listed~~Except as otherwise indicated in the ~~table.~~footnotes to the table, we have been informed that each person listed had sole voting power and sole investment power over the shares of common stock shown opposite his or her name.

~~This section describes~~In this Compensation Discussion and ~~analyzes~~Analysis, we address the ~~material elements of 2016~~ compensation ~~for our~~paid or awarded to the following executive officers ~~identified~~of the company, who are listed in the Summary Compensation Table ~~on page 43. We~~that follows this discussion, and whom we refer to ~~these individuals~~ as our “named executive officers” or “NEOs.”

Since this Compensation Discussion and Analysis describes our executive compensation program for 2019, it does not address the impact of the COVID-19 pandemic on the global economy, our business and financial results, or our executive compensation for 2020. The compensation committee has and will continue to consider such impacts when reviewing our 2020 executive compensation program in order to align 2020 executive compensation with the current economic environment. In light of the significant financial impact of COVID-19 on the company, we recently disclosed a 50% reduction in base salary for Mr. Stanage and a 30% reduction in base salary for the remainder of our named executive officers ~~or “NEOs.”~~effective April 20, 2020 for a period of at least three months. The extent and duration of these reductions will be reassessed by the compensation committee ofand the board of directors ~~is responsible~~as the situation evolves, and will be described in our proxy statement for ~~determining the compensation and benefits~~next year’s annual meeting of ~~the NEOs. The committee’s determination of the compensation of our CEO is subject to ratification by our independent directors.~~stockholders.

~~In setting NEO compensation for 2016, the committee focused on the alignment of pay and~~

Our operating performance ~~with short-term and long-term goals designed to incentivize improvements~~ in ~~key financial metrics. Our 2016 sales, operating income, net income and earnings per share again increased over prior years, continuing our record of~~2019 was strong, ~~performance.~~

~~We had double-digit adjusted EPS growth of 11.2%~~¹ as we ~~generated $401 million of~~delivered record sales, earnings and free cash from operating activities. This funded our investments and capital expenditures for capacity expansions in order to support our organic growth. Our total sales increased 7.7%, resulting in an 8.3% increase in operating income, equal to 18.0% of sales. These strong results enabled us to continue toflow, reflecting continued focus on innovation and ~~operational excellence as we drive manufacturing throughput, capacity expansion~~execution, and ~~technology advances to support our customers’ growth and next generation products.~~

~~Our long-termafter-tax~~ return on invested capital, or ROIC, remained robust at 14.8% for 2014-2016, demonstrating our continued success at executing our capacity growth plans in a timely and efficient manner and deriving profitable results from our investments. See “Pay for Performance—MICP Annual Cash Incentive” on page 25 and “—Performance Based Share Awards” on page 26 for a description of these metrics as they relate to our incentive awards.

The stockholder advisory votes on our executive compensation held at our 2015 and 2016 annual meetings resulted in approval votes of over 95% in each year. The committee considered these results as general approval of the Company’s approach to executive compensation, and as one factor among many when it made its decision to maintain the principles underlying our existing compensation strategy for 2016. It also considered these results as it set compensation for 2017.

~~We recognize that our stockholders invest~~stronger positions in the ~~company with the expectation that~~markets we will deliver a level of performance that creates value. We seek to deliver sustainable value, meaning that our actions to generate short-term results should be balanced with the need for investments in technologies, capabilities, products, markets and employees to provide increased profitability over the long-term.serve:

~~When evaluating the appropriateness of our executive compensation for 2016 relative to our performance, the following considerations are relevant:~~

~~Did our selection of short-term and long-term financial objectives create incentives to deliver desired levels of performance without encouraging excessive risk taking?~~

~~Are we investing our capital and resources prudently to generate operating returns that exceed our cost of capital?~~

~~Did~~We achieved these results while continuing to make significant investments in capacity expansions and manufacturing process innovations to accommodate our customers’ anticipated growth, and in research and technology, both internally and through acquisitions and collaborations.

Our Compensation Philosophy and Principles

Our compensation philosophy is based upon pay for performance ~~generate meaningful results under the metrics we use~~ to ~~measure~~create sustainable value for our ~~short-term and long-term performance, as well as Total Stockholder Return (“TSR”)?~~

TSR is one way stockholders may evaluate company performance. The long-term compensation of our CEO is designed to correlate with our TSR because over 50% of his target compensation consists of equity awards, and our stock ownership guidelines require a significant holding of equity. However, TSR can be affected by external forces beyond the company’s control which may not reflect the organic operating performance and profitability of the company over the incentive measurement period. Therefore, we also incorporate the metrics intostockholders. To further our compensation ~~program that are described below in~~philosophy, our compensation committee has articulated several compensation principles relating to, among other things, structuring performance-based compensation, discouraging excessive risk taking and preventing and remedying executive misconduct. See “Executive Compensation Overview – Our Compensation Philosophy and Principles,” below.

Our pay for performance philosophy is demonstrated by the ~~discussion of~~way we have structured the ~~individual components~~elements of our compensation, ~~program.~~

~~The year over year improvement in~~which provide a significant level of variability depending on our ~~financial results for each~~performance. These elements consist of ~~the last five years has not been consistently reflected in the company’s annual TSR for such years, which has fluctuated from a high of 65.8% in 2013, to a low of-7.2%~~ in 2014, rebounding to 12.9% for 2015 and 11.9% for 2016. In contrast, our ROIC for the three-year period ending December 31, 2016 was 14.8%. This reinforces our belief that it is more appropriate to tie our CEO’s compensation to the achievement of short-term and long-term company performance goals that are selected to drive sustained growth in TSR over time, rather than tying it directly to TSR. The chart below shows our cumulative TSR for the five-year period ending December 31, 2016 compared with our CEO’s total direct compensation (“TDC”) for 2012 through 2016, which demonstrates a positive correlation between TSR and TDC and is a clear indicator of how our compensation program effectively aligns our executives’ interests with those of our stockholders. TDC includes the following components: salary, actual cash incentive award, grant date value of annual equity awards and all other compensation, as derived from the Summary Compensation Table.

The five-year cumulative TSR shows the increase or decrease in value of a $100 investment in Hexcel common stock made on January 1, 2012, as of the end of each fiscal year in the five-year period, and includes the reinvestment of dividends paid in 2015 and 2016.

Unlike TDC, the SEC’s calculation of total compensation, as shown in the Summary Compensation Table set forth on page 43, includes changes in the value of pensions and nonqualified deferred compensation earnings. These changes are not the result of any enhanced benefits under the relevant pension plans or arrangements, but rather reflect valuation methodologies that are driven by accounting and actuarial assumptions, such as the assumed retirement age and the discount rate used to determine the present value of the benefit, as well as by changes in salary and cash incentives

paid. These changes in value are not necessarily reflective of compensation actually realized by the NEOs for a particular year, compensation decisions made for a particular year, or a direct reflection of performance by the NEO. We believe that TDC, which does not include changes in the value of accumulated pension benefits and the amount of nonqualified deferred compensation earnings, provides a more meaningful measurement for assessment.

The chart shows the TDC for David E. Berges, our former CEO, from 2012 through 2013, and the TDC for Mr. Stanage for 2014 through 2016. See “2016 Executive Compensation Decisions” for a description of the changes in Mr. Stanage’s compensation between August 2013, when he became CEO, and 2016.

~~Target compensation in 2016 for our NEOs included~~ salary, annual cash incentive awards ~~granted~~ under our Management Incentive Compensation Plan (“MICP”), and long-term equity awards in the form of ~~restricted stock units (“RSUs”),non-qualified~~ ~~stock options (“NQOs”)~~NQOs, PSAs and, ~~performance-based share awards (“PSAs”). A~~for all executives other than Mr. Stanage, RSUs. As demonstrated by the chart below, a significant ~~portion~~amount of compensation for our named executive officers constitutes variable compensation tied to our financial performance. This is particularly the case for Mr. Stanage, as he does not receive RSUs, but rather a greater percentage of PSAs.

In addition to health and welfare and retirement plans made available to our U.S.-based employees, we provide our U.S.-based named executive officers with some or all of the following benefits: a non-qualified deferred compensation plan, supplemental retirement benefits and severance arrangements with respect to specified termination of employment events. See “Ongoing and Post-Employment Arrangements,” below for additional information. We do not provide personal benefits to our U.S.-based named executive officers (including Mr. Stanage) hired or appointed during the past several years, and only limited personal benefits to other named executive officers, as described below under “2019 Compensation – Personal Benefits.”

NEO compensation, ranging from 33% to 59% of total target compensation in 2016, was in the form of long-term equity incentives. We believe that the long tenure of our NEOs and their demonstrated commitmentTarget Pay Mix

MICP– Achievement with regard to the ~~long-term performance of the company reinforces the effectiveness of~~three equally-weighted financial measures under our ~~compensation strategy.~~MICP:

Averaging the results with respect to these financial measures, the total award payable to each named executive officer was equal to 127.10% of the executive’s target award opportunity (the target award opportunity for the named executive officers ranged from 60% to 100% of the named executive officers’ salaries). For Messrs. Winterlich and Merlot, target award opportunity was increased 5% in 2019 to 70% and 60% of base salary, respectively. The increase to target award opportunity for Mr. Winterlich was to reflect his September 2017 promotion to his current role and further the company’s goal to bring his compensation in line with market median over time, and for Mr. Merlot, was in recognition of his strong performance and relative position compared to the survey data considered by the compensation committee.

For further information, including how we calculated the financial measures, see “2019 Compensation –Management Incentive Compensation Plan,” below.

Equity Awards– In 2019, we provided three types of equity awards for each named executive officer other than Mr. Stanage, having an aggregate value equal to the named executive officer’s target award opportunity (which ranged from 110% to 155% of such named executive officers’ salaries, increased from 95% to 145% of such named executive officers’ salaries in 2018), as follows:

To further increase the pay for performance focus of Mr. Stanage’s compensation, we provided equity awards having the following percentages of his target award opportunity (which was 394% of his salary, increased from 330% of his salary in 2018):

The number of shares that ultimately will be provided under the PSAs will be based upon our performance with respect to the following two financial measures:

Relative EPS Growth is computed based on our performance relative to the companies in the Standard & Poor’s (“S&P”) MidCap 400 Index.

To address retention concerns, during 2019, we provided Mr. Merlot with a one-time RSU award, which was not part of our regular compensation program.

The NEOs received equity awards in 2017, including PSAs providing for awards of our common stock based on our performance during the 2017-2019 period with regard to the following financial measures:

Based on our performance with regard to these financial measures during the 2017-2019 period, we provided a number of shares of our common stock equal to 137.2% of each named executive officer’s target PSA award opportunity.

See “2019 Compensation – Vesting of PSAs Granted in 2017” for further information.

At our 2019 Annual Meeting of Stockholders, our stockholders approved, on an advisory basis, the compensation of our named executive officers. The stockholder vote in favor of our named executive officer compensation totaled approximately 91% of the votes cast, including abstentions. After consideration of the results of the advisory vote, we determined that no revisions to our executive compensation program were necessary in response to the vote.

We follow a number of compensation practices consistent with our stockholder interests and best practices:

Our philosophy is to deliver pay for performance. We seek to provide a level of performance that creates sustainable value for our stockholders by generating short-term results while also making investments designed ~~our performance metrics for 2016 MICP awards~~ to incentivize our leaders to achieve improvements in three areas: Adjusted EBIT, Cash from Operating Activities and Adjusted Diluted Earnings per Share. Each metric was equally weighted. In January 2017, the compensation committee certified the degree of attainment of the 2016 financial metrics, which resulted in a payout percentage of 146.5% of the aggregated target awards for all participants in the MICP. The committee continued to believe that these metrics appropriately align pay with performance and motivate management to strive for continuously improving performance. Targets for 2016 were set in excess of 2015 actual results for each of the MICP metrics, which challenged the management team to continue to improveincrease profitability and cash flow despite anticipated increases in depreciation, cash taxes and interest expense, as well as increasing customer demands for productivity and cost competitiveness. The management team achieved above-target performance on the Cash from Operating Activities and Adjusted Diluted EPS metrics, and was slightly under target on the Adjusted EBIT metric, which nevertheless represented an 8% increase over the ~~prior year. See “2016 Executive Compensation Decisions – MICP Awards” on page 32.~~

~~The following GAAP andnon-GAAP~~ ~~financial measures were used to measure performance for our 2016 annual cash incentive awards granted under the MICP:~~

“Cash from Operating Activities” means cash provided by operating activities of continuing operations from the consolidated statement of cash flows, measured from September 30, 2015 to December 31, 2016.

~~“Adjusted EBIT” means operating income plus the sum of business consolidation and restructuring expense and other expenses (income) and eligible severance payments.~~

“Adjusted Diluted Earnings per Share” means the quotient of Adjusted EBIT minus interest expense minus income taxes plus equity in earnings from affiliated companies, as adjusted, divided by the weighted average number of diluted shares of common stock outstanding.

The PSAs awarded in 2014 used Return on Invested Capital, or “ROIC,” for the purpose of assessing our performance for the three-year performance period ending December 31, 2016. ROIC was selected for the PSAs because it measures both earnings growth and the efficient management of the assets of the company. ROIC for these PSAs was defined as the average return for 2014, 2015 and 2016 divided by the average invested capital as of December 31, 2013, 2014, 2015 and 2016, where:long-term.

~~“Return” generally means operating income, adjusted for other operating expense (income), taxes and including equity in earnings from affiliated companies, and~~

~~“Invested capital” generally means stockholders’ equity plus net debt.~~

~~In January 2017, the~~Our compensation committee certified that for the 2014-2016 performance cycle we achieved ROIC of 14.8%, which resulted in an award of 123.2% of the target established for the performance cycle. This result demonstrates that our performance continued to be strong in the long-term as well as in the short-term, as our investments generated a return that greatly exceeded our cost of capital, while we continued to make substantial investments in capacity to support customer demand.

We pay incentive compensation only after the committee has certified our performance results and corresponding MICP and PSA awards for the applicable performance periods. In certifying the results, the committee performs a review of our financial performance against goals following verification of the calculations by our independent auditors.

~~The company’s compensation philosophy,~~principles, as articulated by the compensation committee, ~~is:~~are to:

~~To attract, retain and motivate a high caliber of executive talent~~

~~To ensure~~We believe that ~~a significant portion of total target compensation is variable compensation based on company performance~~

~~To encourage long-term focus while recognizing~~ the ~~importance of short-term performance~~

~~To determine compensation based on forward-looking considerations and not solely on the basis of past compensation or results~~

~~To align executive and stockholder interests by requiring NEOs to meet share ownership guidelines and prohibiting them from hedging our stock~~

~~To establish goals for performance-based compensation that are challenging yet attainable~~

To discourage excessive risk taking by structuring our pay to consist of a blend of both fixed and variable elements, using an appropriate mix of short and long-term company performance metrics, and setting maximum total payouts

~~To prevent and remedy executive misconduct, and impose appropriate discipline on individuals who engage in misconduct or malfeasance. See page 40 for a description~~structure of our ~~policy regarding executive misconduct,~~compensation program, which ~~authorizes recovery~~is explained in detail below, is consistent with these principles.

HEXCEL CORPORATION | 2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Role of ~~incentive compensation from an executive.~~

~~The process used by the company to implement this philosophy is described below.~~Compensation Committee, Compensation Consultant, Human Resources Department and Chief Executive Officer

– The compensation committee ~~operates under a written charter approved by the board and reviewed by the committee annually. The charter provides that the committee~~ is ~~accountable~~responsible for ~~defining the goals~~oversight of our compensation ~~policy, reviewing~~ and ~~approving our compensation programs,~~benefit plans and ~~overseeing our benefit~~ programs. The compensation committee ~~reviews and~~ approves the compensation of ~~the NEOs on an annual basis,~~our executive officers other than Mr. Stanage, and determines Mr. Stanage’s compensation, including ~~salary, cash incentives, equity grants~~goals and ~~benefits. The committee’s approval of the compensation of our CEO is~~target award opportunities, subject to ratification by our independent directors. ~~The committee also reviews annually the benefit plans applicable to all of our employees, including the NEOs.~~

In addition, the compensation committee ~~periodically~~annually reviews our ~~retirement benefits for NEOs.~~

The committee retains an independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy” or “the consultant”), to assist it in establishing and reviewing executive compensation. The consultant reports directly to the compensation committee and the committee has the sole authority to approve the consultant’s fees and the other terms of engagement. In accordance with NYSE listing standards, the committee assessed the independence of Semler Brossy. The committee determined that Semler Brossy is independent based on those standards and that its work for the committee has not raised any conflicts of interest. Specifically, the consultant has not performed, and does not currently perform, consulting work for management. If management requests any work from the consultant, the consultant must first obtain the approval of the chair of the committee.

The committee has engaged the consultant to provide advice to the committee with the objective of creating long-term value for stockholders through our compensation programs. In providing this advice, the committee asks the consultant to inform the committee periodically of compensation-related developments that may influence the committee’s decision-making processes, including changes to regulations. The consultant is expected to communicate regularly with management to understand the company’s business environment, talent needs, and compensation considerations (from the perspective of both the committee and management). In addition, prior to committee meetings, the consultant confers with the committee chair regarding the matters to be discussed at the meeting, and confers with management on management presentations to the committee. In the event the consultant may differ with management after conferring, the consultant will review any differences independently with the committee, or together with management and the committee, as the committee determines to be appropriate.

With the recommendation and consent of the committee, our CEO confers with the consultant when developing compensation recommendations for the other NEOs. On behalf of the committee, senior management periodically confers with the consultant on our executive compensation programs and may request the consultant’s views regarding the modification of existing programs, the adoption of new programs, or preparing offers of employment to senior executives.

~~In response to a committee request, in 2016 management completed a comprehensive review and analysis of our control environment to determine whether current~~ compensation policies, practices and programs to determine whether they could result in financial, operational, ~~regulatory, compliance~~legal or reputational risk to the company. ~~The results~~As a result of its most recent review, the review were presented to the committee, which considered risk-mitigation features such as maximum award levels, the use of multiple financial metrics, multi-year vesting and stock retention requirements, and our clawback policy. Thecompensation committee concluded ~~that we have incentive compensation programs that properly align pay and performance without encouraging excessive financial risk-taking. We believe~~ that risks arising from our compensation policies, practices and ~~practices~~programs are not reasonably likely to have a material adverse effect on ~~our~~the company. ~~Management will continue to conduct annual risk assessments and advise~~In reaching its conclusion, the compensation committee ~~of any findings and recommendations to effectively manage compensation risk.~~

Each year the committee specifically reviews performance and authorizes the salaries, incentives, and equity grants for the NEOs. In making these determinations, the committee considers prevailing compensation practices of the comparator group as well as general industry survey data, experience, tenure in position andconsidered, among other factors, ~~it deems relevant.~~

~~The comparator group is comprised of companies which have attributes~~ that ~~when viewed as a whole, represent a reasonable comparison to us in~~we use a number of ~~relevant respects.~~approaches to mitigate excessive risk taking in designing our compensation programs, including maximum award levels, the use of multiple financial measures with respect to the MICP and PSAs, multi-year vesting of equity awards, stock ownership guidelines, and our clawback policy.

Role of Compensation Consultant– The compensation committee directly engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) to provide advice with respect to its compensation decisions. The compensation committee assessed the independence of Semler Brossy in accordance with NYSE listing standards and concluded that no conflicts of interest were raised in connection with Semler Brossy’s service as an independent consultant to the compensation committee. In ~~particular,~~reaching its conclusion, the compensation committee noted that Semler Brossy does not provide any other services to us.

Role of our Human Resources Department– Our Human Resources Department provides statistical and other data to the compensation committee to assist it in reviewing compensation we provide to our executives.

Role of our Chief Executive Officer– Mr. Stanage provides recommendations to the compensation committee as to the components of our executive officers’ compensation based on his evaluation of their performance. However, he does not make recommendations regarding his own compensation and is not present during compensation committee discussions regarding determination of his compensation. While the compensation committee considers Mr. Stanage’s compensation recommendations for our other executive officers, the ultimate determinations regarding executive compensation are made by the compensation committee, subject, in the case of Mr. Stanage, to ratification by our independent directors.

In making its compensation determinations for 2019, the compensation committee took into account several forms of comparative data to gain insight into compensation paid by other companies to executives serving in similar capacities to our named executive officers.

The principal source of comparative data with respect to our named executive officers, to the extent available, was proxy statement data with regard to fourteen peer group companies, which was supplemented with survey data as described below. Our primary objective in constructing our peer group was to identify a group of similarly sized peers that represent a blend of companies producing products similar to ours or companies that are suppliers to the aerospace industry, with a preference for companies that fit within both categories. To meet this objective as best as reasonably possible, we used the following ~~criteria are considered in selecting our comparator group:~~criteria:

~~Industry, such as aerospace, defense and specialty chemicals~~

~~Business complexity and international scope and operations~~COMPENSATION DISCUSSION AND ANALYSIS

~~Market for investor capital~~

~~Company characteristics such as revenues,~~Not every company in our peer group meets all of the peer group screening criteria. For example, two of the peer group companies we referenced with regard to 2019 compensation were below the market capitalization range criterion. Nevertheless, we concluded that because those companies satisfied the other criteria used in our selection process and ~~geographic location~~

~~Competition for executive and managerial talent~~

~~The comparator group is selected by the committee based on recommendations by our consultant with input from management. The committee reviews companies included~~possess meaningful business similarities, their continued inclusion in the ~~comparator~~peer group ~~annually, and periodically conducts a detailed~~was appropriate.

The peer group companies used in connection with the compensation committee’s assessment of ~~their continued relevance~~competitive compensation, which occurred in December 2018, were the following:

For the determination of 2019 compensation, the company modified the peer group with regard to ~~the company. The committee conducted such an assessment in 2015, after which the committee determined that changes were appropriate~~2018 compensation to ~~meet the foregoing criteria. We removed Cytec Industries~~eliminate A. Shulman, Inc., which was in the process of being acquired, FMC Corporation and Kaman Corporation, which the committee determined no longer provided relevant business comparisons under more than one of the consideration criteria. The committee added Orbital ATK, Inc. and Rockwell Collins, Inc., ~~both aerospace companies,~~each of which were acquired, and ~~Woodward~~to add AMETEK, Inc., ~~a company in the aerospace~~ITT Inc. and ~~industrial sectors, as they were deemed to be more directly comparable than the eliminated entities.~~

~~The comparator group companies considered by the committee in determining NEO compensation for 2016 were:~~Triumph Group, Inc.

~~In addition to comparator group data, the~~The committee also reviewed ~~market~~compensation data ~~for each NEO on base, target bonus and total direct compensation~~ from the Equilar Total Compensation Report, ~~(“Equilar”),~~ an executive compensation ~~survey.~~survey which aggregates information from over 5,000 companies in various industries. The Equilar ~~survey~~data was used to compare each of our ~~NEOs~~named executive officers with those in the same or similar position in companies with revenues similar to Hexcel. ~~While we rely primarily upon~~In addition, the ~~comparator group data,~~compensation committee referenced the committee uses the Equilar data as a secondary reference to ensure that our compensation practices are similar to those in a broader industry index of companies with similar revenues. As a third reference point, the committee also considers theWillis Towers Watson 2018 General ~~Industry~~Industrial Executive ~~Database,~~Survey, a large compensation survey of hundreds of companies in various industries, ~~including aerospace, chemicals, automotive and defense. Neither the committee nor the company has any input into the scope~~as well as a subset consisting of ~~the~~Aerospace & Defense companies ~~included in the~~within that survey. Due to the breadth of companies in the survey, we size adjust the data based on our revenue for ~~purpose~~purposes of comparison.

~~For each of ourUS-based~~ ~~NEOs, we provide~~named executive officer dies while employed by us, a death benefit ~~so long as they continue to~~will be ~~employed by us~~provided equal to two times the sum of (i) the executive’s salary on the date of death and (ii) the average of the MICP awards paid to the executive in the three years (two years for Mr. Winterlich and Ms. Lehman) prior to death, up to a maximum of $1,500,000 for the named executive officer (other than Mr. ~~Stanage.~~Hennemuth, for whom there is no maximum death benefit). If the named executive officer’s death is accidental, an additional death benefit will be provided pursuant to our executive accidental death and dismemberment insurance program equal to two times the sum of (i) the executive’s salary on the date of death and (ii) the average of the MICP awards paid to the executive in the two years prior to death, up to a maximum of $1,000,000 for the named executive officer ($1,500,000 for Mr. Stanage). The named executive officers do not participate in our basic life insurance or

HEXCEL CORPORATION | 2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

accidental death and dismemberment insurance programs available to our U.S.-based employees. The death benefits provided under the SERP and the EDCA with Messrs. Stanage and Hennemuth are described in the discussions of each agreement under “Executive Compensation – Pension Benefits in 2019,” below.

Retirement Plans in which Mr. Merlot Participates

Mr. Merlot’s retirement benefits are governed by the terms of the collective labor agreement for the ~~Chemical~~Textile Industries in France ~~(the~~and the Composites Local Company Agreement (together, the “French CLA”) and French social programs. Under the French CLA, Mr. Merlot is entitled to receive a retirement indemnity equal to four months’ salary, plus a ~~six month~~six-month notice period (a three-month notice period if Mr. Merlot is under the age of 65) and a payment related to hisnon-competition obligations, unless such obligations are waived by ~~Hexcel~~the company upon his retirement. Mr. Merlot also receives a pension ~~which~~that is funded by contributions from the company and Mr. Merlot as required by French regulations.

~~Perquisites~~

Severance Arrangements, Including Change of Control Provisions

We ~~provide only limited perquisites to~~have severance agreements with all of our ~~NEOs, and~~U.S.-based named executive officers other than Mr. Stanage, ~~does not participate~~whose severance terms are governed by our Executive Severance Policy, coupled with certain terms set forth in ~~our annual perquisites program. For each~~his offer of ~~Messrs. Pensky, Krakower and Hennemuth, our perquisites program is designed~~employment letter. We refer to ~~provide specific benefits that will enhance retention. The committee reviews our perquisites program annually. Our perquisites program forUS-based~~ ~~NEOs provides for an annual car allowance~~all of $12,000, and an additional annual allowance of up to $10,600 (for Messrs. Pensky and Krakower), and $5,600 (for Mr. Hennemuth), which is only paid if actually used. These amounts have not increased since 2000. The additional allowance may be used for:the foregoing documents collectively as the “Severance Arrangements.”

~~reimbursement~~The Severance Arrangements generally provide payments and other benefits to a U.S.-based named executive officer if we terminate his or her employment for any reason other than disability or “cause” (as defined in the Severance Arrangement related to the named executive officer) or if he or she terminates employment for “good reason” (also as defined in such Severance Arrangement), except in circumstances related to a change in control, which are described in the next paragraph. With respect to the U.S.-based named executive officers, such payments and other benefits generally include a lump sum payment equal to the sum of ~~club membership dues~~(or, in the case of Mr. Stanage, equal to 1.5 times the sum of) annual base salary and average annual bonus (generally with respect to the last three annual bonus amounts paid) under the MICP, as well as continued participation in several Company health, welfare and other plans, or provision of equivalent benefits (“Continued Participation Benefits”) for one year (in the case of Mr. Stanage, 1.5 years).

~~expenses incurred~~If we terminate the named executive officer for ~~financial counseling~~any reason other than disability or cause, or the named executive officer terminates employment for good reason within two years after a “Change in Control” or during the period of a “Potential Change in Control” (each as defined in the Severance Arrangement relating to the named executive officer), we generally will provide a lump sum payment equal to 1.5 to 3 times the sum of annual base salary and ~~tax preparation~~average annual bonus under the MICP, as well as Continued Participation Benefits for 1.5 to 3 years.

~~premiums~~See “Executive Compensation—Potential Payments Upon Termination or Change in Control” below for ~~supplemental life and health insurance beyond the standard life and health insurance available to our executives~~

~~OurUS-based~~ ~~NEOs are not permitted to use any part of the~~ additional ~~annual allowance as a reimbursement for taxes due on the income recognized by theUS-based~~ ~~NEOs as a result of receiving these perquisites.~~information.

~~As anon-US~~ ~~based NEO, Mr. Merlot receives only a car allowance, in accordance with local practices for employees in France.~~

We believe that the ~~perquisites we offer~~Severance Arrangements promote management stability and encourage our U.S.-based named executive officers to focus their attention and energies on our ~~NEOs are reasonable~~business during potential periods of uncertainty. Absent such protections, there is an increased risk that executive officers will seek other employment opportunities if they become concerned about their employment security following or in ~~amount.~~

~~Severance and Change in Control Arrangements~~

~~We agreed to provide certain payments, benefits or enhancements to ourUS-based~~ ~~NEOs as a result~~anticipation of ~~certain terminations of employment or upon~~ a change in control. These benefits are designed to enhance our ability to attract and retain executives as we compete for talented individuals in a competitive marketplace. The principal benefits are the following, which are more fully described on pages 49-57. The committee periodically reviews these benefits and is mindful of market trends and advocacy regarding these benefits.

~~Severance Benefits Upon Termination of Employment~~

~~We provide payments and enhancements upon termination of employment of theUS-based~~ ~~NEO by us without cause or by theUS-based~~ ~~NEO for good reason.~~ We believe that the ~~level of benefits is both reasonable and competitive. Mr. Merlot’s separation benefit is determined~~payments to be made under the ~~French CLA.~~Severance Arrangements provide some financial security to a named executive officer in the event that he or she is subject to a specified event of termination in the context of a change in control. Moreover, we believe the Severance Arrangements will facilitate a named executive officer’s support for a corporate transaction involving a change in control that is in the best interest of our stockholders, even though the transaction may have an effect on the named executive officer’s employment with us. We believe that these provisions, together with provisions calling for the lesser payments provided under the Severance Arrangements with respect to specified termination events outside of the context of a change in control, provide an important incentive for our named executive officers to remain with us.

Severance Arrangements we entered into with certain of our named executive officers through 2013 provided for a “modified gross-up.” Under the modified gross-up, subject to the exception described below, if a named executive officer becomes liable for payment of any excise tax under Section 4999 of the Internal Revenue Code with respect to any payment received in connection with a change in control, we will make an additional payment to the named executive officer. This additional payment was designed so that, after payment of all excise taxes and any other taxes payable in respect of the additional payment, the executive would retain the same amount as if no excise tax

HEXCEL CORPORATION | 2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

had been imposed. However, we will not make the tax gross-up payment if the payment received in connection with the change in control is less than 110% of the amount that would not be subject to the excise tax; in that case, the payment to the named executive officer will be reduced to the extent necessary to avoid imposition of the excise tax.

Messrs. Stanage and Hennemuth previously entered into Severance Arrangements with us that provided for a modified gross-up. However, effective in 2014, Mr. Stanage relinquished his right to a modified gross-up. Mr. Hennemuth continues to have a Severance Arrangement that provides a modified gross-up.

We have determined that no newly hired or promoted executive will be eligible for tax gross-up payments in connection with our change in control arrangements. Accordingly, Severance Arrangements we entered into in October 2017 with our other U.S.-based executive officers, as amended, do not provide for such payments.

Accelerated Vesting of Equity Awards in Connection with a ~~Separation and Consulting Agreement with Mr. Krakower which sets forth the terms of Mr. Krakower’s departure from the company. A description of this agreement can be found on page 46.~~Change in Control

~~Single-Trigger Equity Vesting~~

~~We utilize “single-trigger” vesting for equity awards—which means the~~Our equity awards provide that they will vest upon a change in control. ~~In adopting this approach,~~This is a so-called “single trigger” vesting provision, in contrast to the ~~compensation committee considered the following:~~

“double trigger” provision applicable in our Severance Arrangements, which generally require both a ~~single trigger on equity vesting can be an especially powerful retention device for senior executives during~~ change in control ~~discussions,~~ as well as a specified employment termination event before payment is made.

In adopting the single trigger vesting provision for our equity ~~represents~~awards, we considered, among other things, that because our equity awards represent a significant portion of total compensation,

the ~~desire to~~single trigger would provide ~~senior~~a strong incentive for executive retention and would provide executives with the same opportunity as stockholders ~~have~~ to realize value ~~at the time of a change in control, consistent with the intended alignment of their interests to those of stockholders~~

~~the fact that the company may no longer exist after a change in control, or performance metrics may become misaligned with strategies formulated by new management or a new board~~

~~ModifiedGross-Up~~

~~Messrs. Pensky, Krakower and Hennemuth are entitled to receive a “modifiedgross-up”~~ ~~for excise taxes incurred on “excess parachute payments” for any excise tax incurred under Section 280G and Section 4999 of the Code~~ in connection with athe change in control.

~~The modifiedgross-up~~ ~~provided by~~ In this regard, we believe the ~~company entitles an eligible NEO to receive agross-up~~ ~~payment for any excise tax incurred under Section 280G and Section 4999, but only if~~provision will focus the total “parachute payments” exceed such NEO’s safe harbor amount (the amount to which the NEO’s change in control payments would need to be reduced in order to avoid the imposition of the excise tax) by 10% or more. We have agreed to reimburse the NEOs for the excise tax as well as any income tax and excise tax payable by the NEO as a result of any reimbursements for the excise tax. If the NEO’s total “parachute payments” are less than 10% over the safe harbor amount, such NEO’s change in control payments will be reduced by an amount necessary to avoid the imposition of the excise tax.

~~Mr. Stanage’s severance benefits are subject to our Executive Severance Policy, which does not provide for agross-up~~ payment for any excise tax incurred under Section 280G and Section 4999. See page 52 for a description of the Executive Severance Policy and its applicability to Mr. Stanage. No newly hired or promoted executives will be eligible for~~gross-up~~ ~~payments under 280G.~~

~~If a change in control and termination of employment occurred on December 31, 2016, none~~attention of our ~~eligible NEOs would have received~~executives in pursuing a~~gross-up~~ ~~payment.~~ transaction that is in the best interest of our stockholders.

Stock Ownership Guidelines

We ~~believe that when executives and directors own a meaningful amount of equity, it creates better alignment with stockholder interests, so we require all of our NEOs and directors to meet specified~~maintain stock ownership guidelines for our ~~common stock. Under~~executive officers, other officers and our directors to further align the ~~company’s~~interests of management and our directors with those of our stockholders. The ownership guidelines require stock ownership ~~guidelines:~~

having a “target dollar value,” which consists of the value of common stock owned by the executive or director, ~~is required to reach~~and specified members of his or her immediate family, as described below, as a multiple of that executive’s base salary or the ~~target dollar value through ownership of shares of unrestricted common stock and to retain those shares until termination of service;~~

~~unvested awards do not count~~director’s annual cash retainer fee, as ~~shares owned, only shares received upon conversion or exercise of awards, or,~~shown in the ~~case of our directors, awards that vested but for which the director elected to defer conversion, count as shares owned~~table below:

Position	Target Dollar Value (as a multiple of base salary)⁽¹⁾
Chief Executive Officer	6x salary
Executive Vice Presidents	3x salary
Other Executive Officers	2x salary
Other Officers	1x salary
Directors	5x annual cash retainer fee

⁽¹⁾

Target Dollar Value generally is based on the number of (i) shares of common stock and (ii) shares underlying vested RSUs with respect to which delivery of the shares has been deferred, in each case owned by (a) the executive officer or director, (b) a parent, child or grandchild of the executive officer or director or (c) a trust or other entity established for the benefit of the executive officer or director, or any of such family members if the executive officer or director maintains the power to dispose of such shares. The value is computed on the last day of each quarter, based on the closing price per share of our common stock, as reported by the NYSE.

Until the target dollar value is ~~as follows*:~~


~~CEO~~		~~6x Salary~~
~~Executive Vice Presidents~~		~~3x Salary~~
~~Other Executive Officers~~		~~2x Salary~~
~~Directors~~		~~5x Annual Cash Retainer Fee~~

~~Target dollar values were increased in July 2016 for the CEO from 5x to 6x salary and for Executive Vice Presidents from 2x to 3x salary. Other Executive Officers were included at 2x salary.~~

~~until the target dollar value has been reached,~~achieved, an executive officer must retain 50%, and a director must retain 100%, of all ~~“net”~~net shares received ~~or deferred~~ under any ~~company equity compensation program~~

~~“net” shares~~of our incentive plans or programs. “Net shares” means all shares remaining after the sale of shares by the executive officer or director ~~or the withholding by us of shares~~ to pay any taxes due with respect to the ~~exercise price (in~~shares received and, in the case of ~~options), and any taxes due in respect of~~options, the ~~shares received~~exercise price.

~~testing for compliance is done on the last day of each fiscal quarter~~

~~once~~Once the executive or director holds the target dollar value as of the last day of a ~~testing date,~~calendar quarter, he or she is deemed to be in compliance with the ~~policy~~guidelines so long as he or she continues to hold at least the number of shares he or she held as of that ~~testing date~~

~~The~~date. If an executive officer is promoted, he or she must again achieve compliance with the guidelines, ~~provide that shares held by a parent, child, or grandchild~~commencing with the last day of the ~~executive or director, or by a trust or other entity established for any such family members, will count toward reaching~~calendar quarter in which the guideline dollar value so long as the executive or director retains the power to dispose of the shares. The compensation committee believes that the purpose of aligning the interests of directors and executives with those of stockholders through stock ownership is still served when shares are held by immediate family members or trusts or other entities for their benefit. This also removes a disincentive to transfer shares to family trusts in order to facilitate estate planning.promotion occurred.

All of our ~~NEOs are~~named executive officers and directors, other than Ms. Lehman and Mr. Winterlich, who first became executive officers in 2017, and Ms. Suever, who first became a director in 2018, were in compliance with the ~~policy. We monitor compliance with the~~ guidelines ~~by all executive officers and directors on a quarterly basis.~~as of December 31, 2019.

HEXCEL CORPORATION | 2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Our Insider Trading Policy expressly states that our directors, officers and employees are prohibited from engaging in “short sales” or any hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, the policy ~~strongly discourages~~prohibits pledges of ~~Hexcel securities, and officers and directors must gainpre-clearance~~ ~~to pledge any Hexcel securities they hold. None of our directors or NEOs has pledged any of Hexcel’s stock as security.~~Company securities.

~~Potential Impact on Compensation from Executive Misconduct~~Clawback Policy

~~In December 2016,~~The Hexcel Corporation Clawback Policy is designed to enable the board ~~approved a clawback policy~~of directors to recover incentive compensation that is ~~intended to create and maintain~~deemed received by an employee under specified circumstances that are inconsistent with the maintenance of a culture that emphasizes integrity and accountability and that reinforces a~~pay-for-performance~~our pay for performance philosophy. ~~Our clawback~~The policy ~~provides for mandatory recovery~~is designed to prevent unjust enrichment based on erroneous determinations of ~~excess~~performance or undesirable activities that may cause meaningful harm to the company or its stockholders. The policy applies to incentive-based compensation under awards granted during and after 2017.

Under the Clawback Policy, we may recover incentive-based compensation paid to an executive officer ~~within~~with respect to the ~~last~~ three ~~completed fiscal~~ years ifpreceding a year in which we are required to prepare an accounting restatement due to material noncompliance with any financial reporting ~~requirement. This~~requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The clawback ~~applies~~may be applied regardless of whether the executive officer was responsible for the ~~inaccurate reporting~~error that led to the accounting restatement. ~~The excess compensation recoverable is the amount over what would have been paid to the executive officer if the restated financial statements had originally been delivered.~~

In addition, the policy provides for recovery, at the board’s discretion, from our current or former employees, including our executive officers, of incentive-based compensation under other specified circumstances, including:

~~inaccurate reporting of a performance metric on which incentive-based compensation was received erroneously~~

■	a material error in the calculation of a performance measure on which incentive-based compensation was received by a current or former employee during the three fiscal years completed before the date on which the material error is discovered;

■	a current employee or former employee engaged in fraudulent or intentional misconduct that causes or might reasonably be expected to cause material reputational, financial or other harm to the company; and

■	a current or former employee has improperly or grossly negligently failed, including in a supervisory capacity, to identify, escalate, monitor or manage risks that caused or might reasonably be expected to cause material reputational, financial or other harm to the company.

~~fraudulent or intentional misconduct that caused or might reasonably be expected to cause material reputational, financial or other harm to the company~~

malfeasance by the affected employee, such as improper behavior or gross negligence by an employee that resulted in the failure to identify, escalate, monitor or manage risks and that caused or might reasonably be expected to cause material reputational, financial or other harm to the company

These remedies are in addition to any other remedies available to us or imposed by law enforcement agencies, regulators or other ~~authorities.~~authorities, other than amounts with respect to the same compensation that the Chief Executive Officer or Chief Financial Officer has paid to us under Section 304 of the Sarbanes-Oxley Act of 2002.

In addition to the remedies above, our equity grants to ~~NEOs~~named executive officers also include a clawback provision in the event the ~~NEO~~named executive officer violates certain obligations to ~~the company,~~us, including confidentiality,non-competition andnon-solicitation ~~of employees.~~ obligations.

HEXCEL CORPORATION | 2020 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

~~The Impact of~~ Tax ~~Regulations on our Executive Compensation~~Considerations

~~Deductibility of Compensation—Section 162(m)~~

~~Under~~ Section 162(m) of the Internal Revenue Code ~~there is~~(“Section 162(m)”) generally places a ~~$1.0~~$1 million ~~annual limit~~limitation on the deductibility of compensation paid by a publicly-held company to certain ~~NEOs, subject~~of its executive officers. For tax years beginning prior to ~~limited exceptions. One exception applies to~~January 1, 2018 (and specified pre-existing contractual arrangements as described below), certain compensation ~~that~~is exempt from this deduction limitation if it meets ~~all of~~ the requirements of ~~“qualified performance-based~~“performance-based compensation” under Section 162(m). In setting compensation prior to 2018, we structured our annual incentive program and the applicable regulations thereunder. Compensation that meets all of these requirements will be fully deductible to the company. We consider deductibility as one factor along with others that are relevantstock options in ~~setting compensation. NQOs and PSAs issued under the 2003 ISP and the 2013 ISP are~~a manner intended to qualify for ~~deductibility as performance-based compensation.~~ this exemption.

As ~~noted on page 34, we also grant RSUs without any performance requirement as one~~part of the ~~mechanisms we employ to foster retention of key employees; these RSUs do not meet~~TCJA, the ~~requirements of qualified~~ performance-based compensation under Section 162(m). The MICP provides for the grant of both awards that are intended to qualify as performance-based compensation and awards that are not intended to qualify as performance-based compensation.

~~We generally structure annual awards under the MICP with the intent that they qualify as performance-based compensation~~exemption under Section 162(m) ~~so that such awards~~was eliminated for tax years commencing after December 31, 2017. The TCJA also expanded the number of executive officers who are ~~fully deductible~~subject to the ~~company; however, changes~~deductibility limit. As a result, beginning in ~~tax laws (and interpretations of those laws), as well as other factors beyond the company’s control, also affect~~2018, all compensation we pay to specified executive officers is subject to the deductibility limit, subject to payments under specified pre-existing contractual arrangements as described below. Nevertheless, as was the case in previous years, our principal consideration in authorizing compensation for our named executive officers is whether we believe such compensation is consistent with our compensation philosophy, described above under “Executive Compensation Overview – Our Compensation Philosophy and Principles.” Accordingly, we believe it is important to retain the flexibility to compensate executives in a manner designed to meet these objectives, even if such compensation is potentially not deductible for tax purposes.

The TCJA provides that its elimination of ~~executive compensation. In addition,~~ the ~~committee may determine~~performance-based compensation exemption under Section 162(m) does not apply with respect to compensation under a “written binding contract” that ~~corporate objectives justify~~was in effect on November 2, 2017 and is not materially modified thereafter. To the ~~cost of being unable~~extent applicable to ~~deduct annual~~existing plans and ~~long-term incentive compensation. For these and other reasons,~~awards, the company ~~will not necessarily in all circumstances limit executive compensation to the amount which is permitted to be deductible as an expense~~may avail itself of the ~~company~~transition rule. However, due to uncertainties in the interpretation and implementation of the changes to Section 162(m) under ~~Section 162(m). The committee will consider various alternatives to preserving~~ the ~~deductibility~~TCJA, including the scope of ~~compensation payments and benefits to~~the regulatory relief for these pre-existing arrangements, we can offer no assurance regarding the extent ~~reasonably practicable~~to which, if any, compensation payable in 2019 and ~~to the extent consistent~~subsequent years under pre-existing arrangements with ~~the company’s other compensation objectives.~~covered employees will be deductible.

~~We were able to deduct substantially all expense associated with the compensation paid to our NEOs in 2016.~~

HEXCEL CORPORATION | 2020 Proxy Statement


	COMPENSATION COMMITTEE REPORT

~~Compensation Committee Interlocks and Insider Participation~~

The following directors were members of the compensation committee during 2016: W. Kim Foster, Thomas A. Gendron, Guy C. Hachey and David L. Pugh. None of these directors has been an employee or executive officer of Hexcel at any time. In addition, during 2016, no Hexcel executive officer served on the board of directors or compensation committee of a company that had an executive officer that served on our board of directors or compensation committee.

~~COMPENSATION COMMITTEE REPORT~~

The compensation committee has reviewed and discussed with management the Compensation Discussion and ~~Analysis and discussed it with management.~~Analysis. Based on its review and discussions with management, the committee recommended to our ~~Board~~board of ~~Directors~~directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016.~~2019. This report is provided by the following independent directors, who comprise the committee:

~~Thomas A. Gendron, Chair~~

~~W. Kim Foster~~

Guy C. Hachey,Chair

~~David L. Pugh~~Cynthia M. Egnotovich

~~The Members of the Compensation Committee~~

Jeffrey A. Graves

~~EXECUTIVE COMPENSATION~~

HEXCEL CORPORATION | 2020 Proxy Statement


	EXECUTIVE COMPENSATION

Summary Compensation Table

Name and Principal Position
Year Salary
($) Stock
Awards
($)(1)(2) Option
Awards
($)(2)(3) Non-Equity
Incentive
Plan
Compensation
($)(4) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5) All Other
Compensation
($)(6) Total
($)
Nick L. Stanage;
2016 930,000 1,685,870 1,011,715 1,362,450 1,611,762 79,796 6,681,593
Chairman, CEO and President
2015 885,000 1,438,107 862,815 1,111,774 1,298,609 122,314 5,718,619
2014 775,000 1,065,616 639,588 1,067,175 1,161,744 110,470 4,819,593
Wayne C. Pensky;
2016 508,430 587,819 352,786 558,637 341,011 94,515 2,443,198
EVP and CFO
2015 484,219 559,831 335,897 456,861 298,985 112,543 2,248,336
2014 465,595 509,238 305,651 480,843 352,527 108,593 2,222,448
Ira J. Krakower
2016 423,288 396,806 238,131 434,082 295,762 83,999 1,872,067
EVP; General Counsel; and Secretary
2015 410,959 372,385 223,443 361,890 99,784 106,049 1,574,510
2014 393,262 356,424 213,904 379,065 304,217 104,683 1,751,555
Robert G. Hennemuth
2016 402,332 352,037 211,250 353,650 217,349 59,911 1,596,529
EVP—Human Resources and Communications
2015 387,977 339,415 203,664 292,845 206,746 76,010 1,506,657
2014 371,270 313,242 188,018 306,743 184,059 74,115 1,437,447
Thierry Merlot(7)
2016 320,633 140,354 84,247 250,506 — 78,449 874,189
President-Aerospace, EMEA/AP

Name and Principal Position	Year	Salary ($)		Stock Awards ($)⁽¹⁾⁽²⁾		Option Awards ($)⁽²⁾⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)
Nick L. Stanage	2019		1,016,236		2,499,999		1,499,996		1,291,636		2,367,166		147,887		8,822,920
Chairman, CEO and President	2018		986,637		2,034,891		1,220,948		1,027,878		918,365		157,843		6,346,562
Chairman, CEO and President	2017		957,900		1,855,926		1,113,546		1,100,723		1,725,134		150,970		6,904,199
Patrick J. Winterlich	2019		497,250		481,669		289,021		442,403		—		29,012		1,739,355
EVP and CFO	2018		425,000		371,826		223,113		287,797		—		28,209		1,335,945
	2017		341,281		112,161		67,318		252,412		—		371,436		1,144,608
Robert G. Hennemuth	2019		439,639		398,343		239,053		335,269		354,275		80,830		1,847,409
EVP, Human Resources and Communications	2018		426,834		386,751		232,078		266,806		229,298		82,785		1,624,552
EVP, Human Resources and Communications	2017		414,402		375,518		225,314		285,713		278,721		81,561		1,661,229
Gail E. Lehman	2019		439,746		398,474		239,099		335,350		—		36,991		1,449,660
EVP, General Counsel and Secretary	2018		424,875		358,469		215,074		265,581		—		24,824		1,288,823
EVP, General Counsel and Secretary	2017		412,500		347,996		208,813		284,402		—		89,399		1,343,110
Thierry Merlot⁽⁷⁾	2019		398,685		1,407,509		174,498		304,037		—		90,205		2,374,934
President, Aerospace, Europe, Middle East, Africa and Asia Pacific	2018		377,021		227,689		136,660		216,029		—		83,039		1,040,438
	2017		361,920		192,203		115,350		228,735		—		80,628		978,836

⁽¹⁾

~~Reflects~~Includes the aggregate grant date fair value of RSUs and PSAs granted to the ~~NEO~~named executive officer during ~~such year,~~the years indicated, computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by the ~~NEO.~~named executive officer. The ~~amount~~amounts included for ~~each PSA reflects~~PSAs reflect the estimate of aggregate compensation cost to be recognized over the life of the ~~PSA~~PSAs, determined as of the grant date ~~under~~in accordance with FASB ASC Topic 718, ~~excluding the~~but without giving effect ofto estimated ~~forfeitures and assuming that the PSA will pay out at target.~~forfeitures. The value ~~for~~of each PSA award at the grant date, assuming that (i) the target level of performance will be achieved and ~~alternatively, that~~(ii) the ~~highest~~ level of performance resulting in the maximum payout will be achieved, is as follows:


	2016 Amount included in Stock Awards				2015 Amount included in Stock Awards				2014 Amount included in Stock Awards				2019 Amount Included in Stock Awards		2018 Amount Included in Stock Awards		2017 Amount Included in Stock Awards
	Target		Maximum		Target		Maximum		Target		Maximum		Target	Maximum	Target	Maximum	Target	Maximum
Nick L. Stanage		1,685,870		3,371,740		1,438,107		2,876,215		1,065,616		2,131,232	2,499,999	4,999,999	2,034,891	4,069,782	1,855,926	3,711,851
Wayne C. Pensky		352,700		705,400		355,898		671,797		305,543		611,086
Ira J. Krakower		238,100		476,199		223,449		446,897		213,846		427,691
Patrick J. Winterlich													288,988	577,977	223,123	446,246	67,317	134,633
Robert G. Hennemuth		211,224		422,449		203,667		407,333		187,954		375,907	239,032	478,064	232,051	464,102	225,331	450,662
Gail E. Lehman													239,097	478,195	215,081	430,163	208,818	417,635
Thierry Merlot		84,212		168,425									174,455	348,910	136,641	273,282	115,342	230,684

⁽²⁾	For additional information regarding the assumptions made in calculating these amounts, see Note ~~10,~~12, “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2019.

~~(3)~~	~~Reflects~~
⁽³⁾	Includes the aggregate grant date fair value of all NQOs granted to the ~~NEO~~named executive officer during ~~such~~the year indicated, computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that will be realized by the ~~NEO.~~named executive officer.


⁽⁴⁾	Reflects amounts earned under the MICP with respect to ~~each year, which amounts were paid in~~ the ~~next following~~indicated year.

~~(5)~~ HEXCEL CORPORATION | 2020 Proxy Statement 39

EXECUTIVE COMPENSATION

⁽⁵⁾

For each year, represents the difference between the actuarial present value of the executive’s accumulated benefit under his applicable retirement plan arrangement, as of December 31 of the ~~current~~indicated year and December 31 of the prior year. See “Pension Benefits in 2019” on page 44 for information regarding the pension arrangements applicable to Messrs. Stanage and ~~Krakower each have a SERP, and Messrs. Pensky and Hennemuth each have an EDCA.~~Hennemuth. The ~~2016~~2019 actuarial present value of executive pension benefits for ~~theUS-based~~ ~~NEOs~~Messrs. Stanage and Hennemuth were ~~subject to impacts from~~affected by decreasing discount ~~rates and a lower lump sum conversion rate for Messrs. Stanage, Pensky and Hennemuth.~~rates. The ~~actuarial~~ present value ~~of executive pension benefits~~ for Mr. ~~Krakower~~Stanage was ~~not~~further impacted by ~~the lower lump sum conversion rate, as he has elected to receive~~ an ~~annuity at retirement.~~annually updated Internal Revenue Service mortality assumption.

These changes in present value ~~are~~do not directly ~~in relation~~relate to the final potential payout, ~~potential,~~ and can vary significantly year-over-year based onon: (i) ~~corresponding~~ changes in salary; (ii) otherone-time adjustments to ~~salary or other reasons;~~salary; (iii) actual age versus predicted age at retirement; (iv) the discount rate used to determine present value of the benefit; and (v) other relevant factors. A decrease in the discount rate results in an increase in the present value of the accumulated benefit and an increase in the discount rate has the opposite effect. ~~Generally, the~~The amounts in this column were calculated assuming retirement at age 65, which is the normal retirement age under the relevant pension plans and arrangements. ~~In the case of Mr. Krakower who is over age 65, we assumed retirement at his current age.~~ The interest rate and mortality assumptions used are consistent with those used in the preparation of our financial statements. See Note 7, “Retirement and Other Postretirement Benefit ~~Plans”~~Plans,” to the consolidated financial statements ~~and the discussion under the heading “Retirement and Other Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, each~~ included in our Annual Report on Form10-K for the year ended December 31, ~~2016,~~2019, and the pension benefits table under “Pension Benefits in 2019” on page 44 for a description of ~~these~~the interest rate and mortality assumptions.


⁽⁶⁾	The amounts for our ~~NEOs~~named executive officers in the “All Other Compensation Column” for ~~2016~~2019 include the following:


Name	Hexcel Contributions to 401(K) Retirement Savings Plan		Hexcel Contributions to Nonqualified Deferred Compensation Plan		Cash in Lieu of 401(K) Contributions on Earnings Exceeding ERISA Limits		Premiums for Life Insurance			Premiums for Long-Term Disability Insurance		Premiums for Accidental Death Insurance		Perquisites Allowance(a)		Hexcel Contributions to 401(k) Retirement Savings Plan ($)		Hexcel Contributions to Non-Qualified Deferred Compensation Plan ($)		Premiums for Life Insurance ($)		Premiums for Long-Term Disability Insurance ($)		Premiums for Accidental Death and Dismemberment Insurance ($)		Perquisites Allowance^(a) ($)
Nick L. Stanage		$21,200		$48,045		—		$2,979			$4,251		$3,330		—		22,250		118,056		2,970		4,251		360		—
Wayne C. Pensky		$26,500		$60,782		—		$1,980			$5,013		$240		$22,600
Ira J. Krakower		$26,500		—		$35,873		$20,941	(b)		$564		$120		$22,600
Patrick J. Winterlich																	22,250		—		3,261		3,261		240		—
Robert G. Hennemuth		$21,200		$31,478		—		$1,980			$5,013		$240		$17,600		22,250		33,747		1,980		5,013		240		17,600
Thierry Merlot(c)		—		—		—		—			$2,051		$1,590		$7,868
Gail E. Lehman																	22,250		11,670		2,831		—		240		—
Thierry Merlot^(b)																	—		—		3,872		—		—		9,277

^(a)

~~For our eligibleUS-based~~ ~~NEOs, the~~Mr. Hennemuth had a perquisites allowance ~~consists~~that consisted of a car allowance of $12,000 and an additional amount of ~~$10,600 (in the case of Messrs. Pensky and Krakower) and~~ $5,600, ~~(in the case of Mr. Hennemuth). The additional amount may~~which is intended to be used for reimbursement of club membership dues, expenses incurred for financial counseling and tax planning and preparation, and premiums for supplemental life and health insurance beyond the standard life and health insurance available to the executive. The additional amount was used by ~~the NEOs~~Mr. Hennemuth for ~~the following benefits: Mr. Pensky—supplemental life insurance; Mr. Krakower—tax planning, tax preparation and financial planning; and Mr. Hennemuth—~~supplemental life insurance. ~~While the compensation committee always has the discretion to authorize additional perquisites for~~Mr. Merlot receives an ~~NEO, our perquisites allowance has remained unchanged since 2000. Mr. Stanage does~~automobile allowance. The other named executive officers do not receive any perquisites. ~~Mr. Merlot receives a car allowance.~~

^(b)	~~This amount includes $11,279 which represented the tax gross up on amounts paid to Mr. Krakower for the purchase of life insurance to offset a portion of the company’s obligation to provide anin-service~~ ~~death benefit to Mr. Krakower pursuant to his executive severance agreement.~~

~~(c)~~ In addition to the amounts in the table, Hexcel contributed ~~€60,486~~€68,714 ($~~66,940)~~77,056) to a statutory pension benefit ~~scheme~~plan for Mr. Merlot, as required under French regulations.

⁽⁷⁾

For Mr. Merlot, the amounts in the ~~“Salary”~~“Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns are paid or determined in the local currency, ~~Euros,~~euros, and converted to ~~US dollars. The~~U.S. dollars at an exchange rate ~~used for 2016 was €1 = $1.1067. This~~of 1.1214 dollars per euro, which is based on the exchange rate ~~is the average~~in effect as of ~~the average ask prices for each day in the applicable year.~~December 31, 2019. Mr. Merlot’s salary in ~~Euros~~euros was ~~€289,720~~€355,524 in ~~2016,~~2019, his automobile allowance was €8,273, and his ~~car allowance was €7,109. Mr. Merlot became an NEO in 2016, therefore no disclosure is made~~premiums for ~~prior periods when he was not an NEO.~~life insurance were €3,453.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards in ~~2016~~2019

Name
Grant
Date Date Board or
Compensation
Committee
took Action to
Grant Such
Award(3)

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)

Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(4) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5) Exercise
or Base
Price of
Option
Awards
($/Sh) Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(6)
Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Nick L. Stanage
— — 465,000 930,000 1,860,000 — — — — — — —
01/26/2016 01/19/2016 — — — 20,209 40,419 80,838 — — — 1,685,870
01/26/2016 01/19/2016 — — — — — — — 64,812 41.71 1,011,715
Wayne C. Pensky
— — 190,661 381,323 762,645 — — — — — — —
01/26/2016 01/19/2016 — — — 4,228 8,456 16,912 — — — 352,700
01/26/2016 01/19/2016 — — — — — — 5,637 — — 235,119
01/26/2016 01/19/2016 — — — — — — — 22,600 41.71 352,786
Ira J. Krakower
— — 148,151 296,302 592,603 — — — — — — —
01/26/2016 01/19/2016 — — — 2,854 5,708 11,417 — — — 238,100
01/26/2016 01/19/2016 — — — — — — 3,805 — — 158,707
01/26/2016 01/19/2016 — — — — — — — 15,255 41.71 238,131
Robert G. Hennemuth
— — 120,700 241,399 482,798 — — — — — — —
01/26/2016 01/19/2016 — — — 2,532 5,064 10,128 — — — 211,224
01/26/2016 01/19/2016 — — — — — — 3,376 — — 140,813
01/26/2016 01/19/2016 — — — — — — — 13,533 41.71 211,250
Thierry Merlot
— — 85,497 170,994 341,987 — — — — — — —
01/26/2016 01/19/2016 — — — 1,010 2,019 4,038 — — — 84,212
01/26/2016 01/19/2016 — — — — — — 1,346 — — 56,142
01/26/2016 01/19/2016 — — — — — — — 5,397 41.71 84,247

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares	All Other Option Awards: Number of Securities	Exercise or Base Price of	Grant Date Fair Value of Stock and
Name	Grant Date⁽³⁾	Approval Date⁽³⁾	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	of Stock or Units (#)⁽⁴⁾	Underlying Options (#)⁽⁵⁾	Option Awards ($/Sh)	Option Awards ($)⁽⁶⁾
Nick L. Stanage	—	—	508,118	1,016,236	2,032,472	—	—	—	—	—	—	—
Nick L. Stanage	01/28/2019	01/22/2019	—	—	—	19,066	38,133	76,266	—	—	—	2,499,999
	01/28/2019	01/22/2019	—	—	—	—	—	—	—	65,502	65.56	1,499,996
Patrick J. Winterlich	—	—	174,038	348,075	696,150	—	—	—	—	—	—	—
Patrick J. Winterlich	01/28/2019	01/22/2019	—	—	—	2,204	4,408	8,816	—	—	—	288,988
	01/28/2019	01/22/2019	—	—	—	—	—	—	2,939	—	—	192,681
	01/28/2019	01/22/2019	—	—	—	—	—	—	—	12,621	65.56	289,021
Robert G. Hennemuth	—	—	131,892	263,784	527,568	—	—	—	—	—	—	—
Robert G. Hennemuth	01/28/2019	01/22/2019	—	—	—	1,823	3,646	7,292	—	—	—	239,032
	01/28/2019	01/22/2019	—	—	—	—	—	—	2,430	—	—	159,311
	01/28/2019	01/22/2019	—	—	—	—	—	—	—	10,439	65.56	239,053
Gail E. Lehman	—	—	131,924	263,847	527,694	—	—	—	—	—	—	—
Gail E. Lehman	01/28/2019	01/22/2019	—	—	—	1,823	3,647	7,294	—	—	—	239,097
	01/28/2019	01/22/2019	—	—	—	—	—	—	2,431	—	—	159,376
	01/28/2019	01/22/2019	—	—	—	—	—	—	—	10,441	65.56	239,099
Thierry Merlot	—	—	119,606	239,211	478,422	—	—	—	—	—	—	—
Thierry Merlot	01/28/2019	01/22/2019	—	—	—	1,330	2,661	5,322	—	—	—	174,455
	01/28/2019	01/22/2019	—	—	—	—	—	—	1,774	—	—	116,303
	01/28/2019	01/22/2019	—	—	—	—	—	—	—	7,620	65.56	174,498
	10/24/2019	10/24/2019	—	—	—	—	—	—	15,000	—	—	1,116,750

~~(1)~~

⁽¹⁾

The amounts shown reflect the ~~range of potential awards for 2016~~threshold, target and maximum payments the named executive officer was eligible to receive based on achievement with respect to performance goals under the MICP. The actual awards we paid for ~~2016~~2019 are shown in the~~“Non-Equity~~ “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. If the threshold performance for any financial measure under the MICP is not attained, no portion of the MICP award attributable to that measure is paid. More detail concerning the ~~2016~~2019 MICP financial performance measures ~~can be found~~is provided on ~~page 26.~~pages 25-27.

⁽²⁾

Reflects the number of shares of our common stock underlying PSAs granted under our 2013 Incentive Stock Plan (the “2013 ISP”); the ~~2013 ISP, which~~PSAs will convert into shares of ~~Hexcel~~ common stock after a three-year performance period based on the level of achievement with respect to specified performance measures. No PSAs will convert with respect to a financial measure if ~~we achieve the required performance.~~a threshold level of performance is not achieved. The terms of the PSAs are described in more detail on pages ~~26-27.~~29-32.

~~(3)~~

⁽³⁾

For our regular annual equity awards, the compensation committee approved a dollar value of the awards (as a percentage of salary) and the ~~algorithm under which the awards would be converted~~performance requirements for conversion of PSAs into shares of common stock at its meeting on January ~~19, 2016.~~22, 2019. In accordance with our equity grant policy, the grant date for the ~~2016~~2019 annual equity awards was January ~~26, 2016,~~28, 2019, the third trading day following the release of ~~2015~~2018 fourth-quarter andyear-end earnings.

~~(4)~~

⁽⁴⁾

Reflects RSUs granted under the 2013 ~~ISP, which will~~ISP. The RSUs granted in January 2019 generally vest and convert into shares at the rate ofone-third on each of the first three anniversaries of the grant date, except for the RSUs granted to Mr. Merlot, which will vest and convert at the rate of two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third of the underlying shares on the third anniversary of the grant date. The October 2019 grant of RSUs to Mr. Merlot vests as to 50% of the RSUs on the third anniversary of the grant date, and the remaining 50% of the RSUs vest ratably on each of the fourth, fifth and sixth anniversaries of the grant date. The terms of the RSUs are described in more detail on ~~page 34.~~pages 28-29.

~~(5)~~
⁽⁵⁾	Reflects NQOs granted under the 2013 ISP, which will vest and become exercisable at the rate ofone-third of the underlying shares on each of the first three anniversaries of the grant date. The terms of the NQOs are described in more detail on page ~~34.~~28.

~~(6)~~
⁽⁶⁾	Reflects the ~~full~~ grant date fair value of PSAs, RSUs and NQOs asgranted to the named executive officers in 2019, computed in accordance with ~~the provisions of~~ FASB ASC Topic ~~718 granted to the NEOs in 2016.~~718. Generally, the ~~full~~ grant date fair

value is equal to the amount that we will expense in our financial statements over the award’s vesting ~~schedule.~~schedule, but without giving effect to estimated forfeitures. For RSUs, fair value is calculated using the closing price of our common stock on the grant date. For PSAs, fair value is calculated using the target number of shares of common stock subject to the PSA award and the closing price of our common stock on the grant date. For NQOs, fair value is calculated using the applicable Black-Scholes derived value on the grant date. For additional information on the valuation assumptions used in calculating the fair value of these instruments, see Note ~~10,~~12, “Stock-Based Compensation,” to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2019. These amounts, ~~reflect the company’s accounting expense, and~~computed in accordance with FASB ASC 718, do not necessarily correspond to the actual value that will be realized by the ~~NEOs.~~named executive officers.

~~Compensation Arrangement with Mr. Stanage~~

HEXCEL CORPORATION | 2020 Proxy Statement

~~We have an employment arrangement with Mr. Stanage regarding the terms and conditions of his continued employment as President and as Chief Executive Officer, which provides for:~~EXECUTIVE COMPENSATION

~~an annual base salary~~

~~an annual cash target incentive award of 100% of his base salary~~

~~an annual equity award valued at a percentage of his base salary~~

~~continued participation in all of our employee benefit plans and arrangements applicable to senior level executives, except our executive perquisites program~~

The arrangement also provides that we will make payments to Mr. Stanage upon his termination of employment with us under various circumstances under the terms of the Hexcel Corporation Executive Severance Policy (described on pages 52-53), and imposes certain obligations on Mr. Stanage following termination (described on page 53).

~~Separation and Consulting Agreement with Ira J. Krakower~~

On September 7, 2016, the company and Mr. Krakower entered into a Separation and Consulting Agreement which sets forth the terms of Mr. Krakower’s departure from the company. The agreement provides that Mr. Krakower continue to be employed by Hexcel and serve as Executive Vice President, General Counsel and Secretary until the earlier of the appointment of a successor or March 31, 2017. Upon the appointment of his successor January 3, 2017, Mr. Krakower became Special Counsel to the CEO for the remainder of his employment. After the cessation of his employment on March 31, 2017, Mr. Krakower will provide services on a consulting basis through December 31, 2017. Those services consist of assistance with the transition of his duties to his successor and general advice and counsel as may be requested by Mr. Stanage.

Until March 31, 2017, Mr. Krakower will receive his current annual base salary, and will be entitled to participate in all Hexcel benefit and compensation plans, including the MICP and profit sharing plans. As consideration for the consulting services to be provided from April 1 through December 31, 2017, Mr. Krakower received an equity award valued at 150% of his base salary, which grant was made during the company’s normal grant cycle in January 2017.

Mr. Krakower is entitled to receive the termination-related compensation and benefits provided for under his Severance Agreement (described on page 54) and the Involuntary Termination Benefit under his SERP (described on pages 49-50).

Description of Plan-Based Awards

All NQOs, RSUs and PSAs granted to the ~~NEOs~~named executive officers in fiscal year ~~2016~~2019 were granted under the 2013 ISP and are governed by the terms and conditions of the 2013 ISP and the applicable award agreements. See pages ~~33-35 of this proxy statement~~27-31 for a ~~detailed~~ discussion of NQOs, RSUs and PSAs.

Outstanding Equity Awards at ~~2016~~2019 FiscalYear-End

The following table provides information on the holdings of outstanding stock options and unvested stock awards held by the ~~NEOs~~named executive officers as of December 31, ~~2016:~~2019:

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($/Sh) Option
Expiration
Date Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)(2) Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested
($)(3) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
(#)(4) Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)(3)
Nick L. Stanage
31,084 1,598,961 74,051 3,809,183
64,812 41.71 01/26/2026
18,860 37,718 43.96 01/27/2025
23,275 11,637 43.01 01/28/2024
41,321 28.27 01/28/2023
46,562 25.03 01/30/2022
57,068 19.02 01/31/2021
77,174 10.90 02/01/2020
Wayne C. Pensky
19,659 1,011,269 16,301 838,523
22,600 41.71 01/26/2026
7,343 14,683 43.96 01/27/2025
11,123 5,561 43.01 01/28/2024
24,710 28.27 01/28/2023
32,686 25.03 01/30/2022
42,163 19.02 01/31/2021
57,842 10.90 02/01/2020
72,261 7.83 01/26/2019
Ira J. Krakower
13,497 694,308 10,928 562,136
15,255 41.71 01/26/2026
4,885 9,767 43.96 01/27/2025
7,785 3,891 43.01 01/28/2024
18,148 28.27 01/28/2023
24,807 25.03 01/30/2022
32,932 19.02 01/31/2021
47,042 10.90 02/01/2020
58,539 7.83 01/26/2019
15,433 21.11 01/28/2018
25,772 18.17 01/29/2017
Robert G. Hennemuth
11,969 615,665 9,820 505,141
13,533 41.71 01/26/2026
4,452 8,903 43.96 01/27/2025
6,843 3,420 43.01 01/28/2024
15,913 28.27 01/28/2023
21,631 25.03 01/30/2022
Thierry Merlot
4,915 252,821 4,015 206,532
5,397 41.71 01/26/2026
1,871 3,740 43.96 01/27/2025
2,795 1,397 43.01 01/28/2024
6,336 28.27 01/28/2023
10,067 25.03 01/30/2022
12,300 19.02 01/31/2021
16,100 10.90 02/01/2020
17,495 7.83 01/26/2019

				Option Awards⁽¹⁾						Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾
Nick L. Stanage	01/30/2012		46,562		—			25.03	01/30/2022
Nick L. Stanage	01/28/2013		41,321		—			28.27	01/28/2023
	01/28/2014		34,912		—			43.01	01/28/2024
	01/27/2015		56,578		—			43.96	01/27/2025
	01/26/2016		64,812		—			41.71	01/26/2026
	01/30/2017		40,803		20,401			50.50	01/30/2027		51,614		3,783,822		—		—
	01/29/2018		16,708		33,413			68.15	01/29/2028		—		—		30,306		2,221,733
	01/28/2019		—		65,502			65.56	01/28/2029		—		—		38,377		2,813,418
Patrick J. Winterlich	01/28/2014		2,345		—			43.01	01/28/2024
Patrick J. Winterlich	01/27/2015		3,348		—			43.96	01/27/2025
	01/26/2016		3,413		—			41.71	01/26/2026
	01/30/2017		2,467		1,233			50.50	01/30/2027		2,173		159,303		—		—
	01/29/2018		3,054		6,105			68.15	01/29/2028		1,475		108,132		3,323		243,609
	01/28/2019		—		12,621			65.56	01/28/2029		2,957		216,778		4,436		325,203
Robert G. Hennemuth	01/28/2014		10,263		—			43.01	01/28/2024
Robert G. Hennemuth	01/27/2015		13,355		—			43.96	01/27/2025
	01/26/2016		13,533		—			41.71	01/26/2026
	01/30/2017		8,257		4,127			50.50	01/30/2027		7,279		533,623		—		—
	01/29/2018		3,176		6,351			68.15	01/29/2028		1,535		112,531		3,456		253,359
	01/28/2019		—		10,439			65.56	01/28/2029		2,445		179,243		3,669		268,974
Gail E. Lehman	01/30/2017										6,745		494,476		—		—
Gail E. Lehman	01/29/2018		2,944		5,885			68.15	01/29/2028		1,423		104,320		3,203		234,812
	01/28/2019		—		10,441			65.56	01/28/2029		2,446		179,316		3,670		269,048
Thierry Merlot	01/31/2011		8,810		—			19.02	01/31/2021
Thierry Merlot	01/30/2012		10,067		—			25.03	01/30/2022
	01/28/2014		4,192		—			43.01	01/28/2024
	01/27/2015		5,611		—			43.96	01/27/2025
	01/26/2016		5,397		—			41.71	01/26/2026
	01/30/2017		4,227		2,113			50.50	01/30/2027		3,727		273,226		—		—
	01/29/2018		1,871		3,739			68.15	01/29/2028		1,356		99,408		2,035		149,186
	01/28/2019		—		7,620			65.56	01/28/2029		1,785		130,858		2,678		196,324
	10/24/2019										15,000		1,099,650		—		—

~~(1)~~
⁽¹⁾	All options listed in this table vest ~~at a rate ofone-third~~ ~~per year~~in equal increments on each of the first three anniversaries of the grant ~~date. The grant~~ date ~~for each option is~~and will expire on the ~~date ten years prior to the option expiration date, as all options have a ten year term.~~

~~(2)~~ ~~This column reflects the following:~~

   RSUs under
the ISP(a)    Earned PSAs(b)
Nick L. Stanage
   —    31,084
Wayne C. Pensky
   10,748    8,911
Ira J. Krakower
   7,260    6,237
Robert G. Hennemuth
   6,487    5,482
Thierry Merlot
   2,676    2,239

~~(a)~~

~~RSUs granted under the 2003 ISP and 2013 ISP, which generally vest and convert into shares at the rate ofone-third~~ ~~per year on each of the first three anniversaries~~tenth anniversary of the grant date. ~~Includes dividend equivalents earned during 2016 on outstanding RSU awards. Only awards made in 2014 or later are entitled to be credited with dividend equivalents.~~

~~(b)~~

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

⁽²⁾

This column includes unvested RSUs granted on January 30, 2017, January 29, 2018 and January 28, 2019 under the 2013 ISP, and the number of shares of Hexcel common stock underlying PSAs ~~for which~~granted on January 30, 2017 that were earned based on attainment, during the 2017-2019 performance period, ~~has ended and~~of the ~~level~~applicable performance criteria for the PSAs (the “Earned Shares”). In February 2020, following the compensation committee’s certification of performance, ~~has been determined.~~the Earned Shares were distributed to each named executive officer as follows:

	Earned Shares
Nick L. Stanage		51,614
Patrick J. Winterlich		1,871
Robert G. Hennemuth		6,265
Gail E. Lehman		5,806
Thierry Merlot		3,207

The RSUs vest and convert into shares of Hexcel common stock at the rate of one-third per year on each of the first three anniversaries of the grant date, except for grants made to Mr. Merlot. The grants to Mr. Merlot generally vest and convert into shares as to two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third on the third anniversary of the grant date, except for the October 2019 grant, which vests as to 50% of the RSUs on the third anniversary of the grant date, and the remaining 50% of the RSUs on each of the fourth, fifth and sixth anniversaries of the grant date. In addition, the amounts shown in the table include dividend equivalents provided with respect to the RSUs and PSAs. Dividend equivalents vest at the same time and in the same proportion as the RSUs or PSAs to which the dividend equivalents relate.

⁽³⁾	~~Values~~Market values were computed using a price of ~~$51.44~~$73.31 per share, the closing price of Hexcel common stock on December ~~30, 2016.~~31, 2019, as reported by the NYSE.

⁽⁴⁾

This column reflects the shares that each ~~NEO~~named executive officer would receive based on the target award for the PSAs granted on January ~~27, 2015~~29, 2018 and January ~~26, 2016. The January 27, 2015 grants, including~~28, 2019. If the PSA awards were to pay out at maximum, the number of shares ~~that will~~(and market value of such shares) outstanding as of December 31, 2019 with respect to unvested PSAs granted on January 29, 2018 and January 28, 2019, respectively, would be awarded to each NEO if the threshold, target or maximum levels of the performance measure were obtained, are included in the “Grants of Plan-Based Awards in 2015” table contained in our Proxy Statement on Schedule 14A for ~~the 2016 Annual Meeting of Stockholders under the column “Estimated Future Payouts Under Equity Incentive Plan Awards.” The January 26, 2016 grants, including the number of~~Mr. Stanage: 59,718 shares that will be awarded to each NEO if the threshold, target or maximum levels of the performance measure were obtained, are included in the “Grants of Plan-Based Awards in 2016” table above under the column “Estimated Future Payouts Under Equity Incentive Plan Awards.”($4,377,927) and 76,266 shares ($5,591,060); for Mr. Winterlich: 6,548 shares ($480,034) and 8,816 shares ($646,301); for Mr. Hennemuth: 6,810 shares ($499,241) and 7,292 shares ($534,577); for Ms. Lehman: 6,312 shares ($462,733) and 7,294 shares ($534,723); and for Mr. Merlot: 4,010 shares ($293,973) and 5,322 shares ($390,156). Each ~~NEO~~named executive officer will receive a number of shares of common stock based on the extent to which the performance criteria for the respective ~~PSA~~PSAs are attained. Any such shares into which the PSAs will convert will be received by the ~~NEO~~named executive officer in early ~~2018~~2021 for the ~~2015~~ PSAs granted in 2018 and early ~~2019~~2022 for the ~~2016 PSAs. Also includes~~PSAs granted in 2019. The number of PSAs shown in the table include dividend equivalents ~~earned on outstanding PSA awards,~~provided with respect to PSAs, which ~~accrue and vest to the extent and~~are converted into shares of Hexcel common stock in the same proportion ~~that~~as the ~~underlying award accrues and vests at the end of the applicable performance period.~~initially granted PSAs are converted into shares.

Option Exercises and Stock Vested in ~~2016~~2019

   Option Awards    Stock Awards(1)
Name
   Number of
Shares
Acquired
on Exercise
(#)    Value Realized
on Exercise
($)    Number of
Shares
Acquired
on Vesting
(#)    Value Realized
on Vesting
($)
Nick L. Stanage
   —    —    40,744    $ 1,699,432
Wayne C. Pensky
   —    —    20,140    $ 832,990
Ira J. Krakower
   —    —    18,618    $ 766,859
Robert G. Hennemuth
   25,883    $ 700,766    12,858    $ 531,918
Thierry Merlot
   8,307    $ 192,972    4,947    $ 217,543

	Option Awards				Stock Awards⁽²⁾
	Number of		Value		Number of		Value
	Shares		Realized		Shares		Realized
	Acquired		on		Acquired		on
	on Exercise		Exercise⁽¹⁾		on Vesting		Vesting
Name	(#)		($)		(#)		($)⁽³⁾
Nick L. Stanage		57,068		3,781,845		44,960		2,765,040
Patrick J. Winterlich		—		—		6,164		400,551
Robert G. Hennemuth		37,544		2,146,161		8,553		541,008
Gail E. Lehman		11,477		265,578		1,638		109,977
Thierry Merlot		16,100		980,410		2,254		138,669

~~(1)~~
⁽¹⁾	The value realized is equal to the difference between the closing price per share of our common stock, as reported by the NYSE on the date of exercise, and the exercise price, multiplied by the number of shares underlying the options.

⁽²⁾	Reflects RSUs and PSAs that vested during ~~2016. This includes~~2019, including one-third of the RSUs ~~that were~~ granted in ~~2013, 2014 and 2015, with a vesting schedule ofone-third~~ ~~of the shares subject to the grant on~~ each of 2016, 2017 and 2018 and the PSAs granted in 2016. RSUs vest in equal increments on the first three anniversaries of the grant date, except for grants made to Mr. Merlot, which generally vest as to two-thirds of the underlying shares on the second anniversary of the grant date and the remaining one-third of the underlying shares on the third anniversary of the grant date. The October 2019 grant to Mr. Merlot vests as to 50% of the RSUs on the third anniversary of the grant date, and the remaining 50% of the RSUs on each of the fourth, fifth and sixth anniversaries of the grant date. The PSAs vested in 2019 based on the level of achievement with respect to specified performance measures for the 2016-2018 performance period. The number of shares acquired on vesting of the RSUs and PSAs ~~earned under grants covering the 2013-2015 performance period, as well as~~include dividend equivalents ~~earned~~that vested in the same proportion as the RSUs or PSAs to which they relate, as applicable.

⁽³⁾	The value realized is equal to the closing price per share of our common stock, as reported by the NYSE on ~~eligible outstanding awards.~~the vesting date, multiplied by the number of RSUs or PSAs vested.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

Pension Benefits in ~~Fiscal Year 2016~~2019

~~Our NEOs~~Messrs. Stanage and Hennemuth participate in the following pension plans and arrangements:

Supplemental Executive Retirement ~~Agreements~~Agreement with ~~Messrs.~~Mr. Stanage ~~and Krakower~~

We have entered into ~~supplemental executive retirement agreements (each~~ a ~~“SERP”)~~SERP with ~~Messrs. Stanage and Krakower. Each~~Mr. Stanage. The SERP provides for a retirement benefit intended to supplement ~~the executive’s~~Mr. Stanage’s retirement income from our 401(k) ~~plan~~Plan and ~~Nonqualified Deferred Compensation Plan~~NDCP (described on~~pages 36-37)~~ page 33). ~~The material features of the SERPs are as follows:~~

The monthly normal retirement benefit is equal to the product of the executive’s final average pay, benefit percentage and vesting percentage, offset by any vested contributions made by us under our 401(k) plan and, in the case of Mr. Krakower, any vested contributions made by us under our supplemental 401(k) plan. Mr. Krakower’s benefit is also offset by his accrued benefit under our former qualified pension plan.

Final average pay equals the executive’s average monthly compensation for the highest paid 36 months out of his final 60 months of employment, and includes salary and cash incentive award, but not equity compensation. The cash incentive award is deemed to be earned ratably over the period in which it was earned.

The SERP ~~is unvested for~~includes the first five years of service (subject to acceleration in certain circumstances as described below), and becomes fully vested at the end of the fifth year of service. The SERP is fully vested for both Mr. Stanage and Mr. Krakower. The SERP provides for certain elections to be made as to the form of payment.following provisions:

~~The benefits percentages are as follows:~~

■

•Upon Mr. Stanage’s retirement on or after his 65th birthday, he will receive a lump sum equal to the actuarial present value of the “Normal Retirement Benefit,” subject to a reduction to reflect the additional actuarial cost of Mr. Stanage’s benefit election for his designated beneficiary in the event he dies before receiving any benefits under the SERP, as described below, versus the default election available under the SERP (the “Survivor Benefit Adjustment”). The SERP generally defines the “Normal Retirement Benefit” as a monthly benefit starting on the first of the month after his employment terminates and ending with the payment for the month in which his death occurs or, if later, after payment of 120 such payments (with any such payments after his death made to his beneficiary or his estate) in an amount equal to (a) the product of his “Final Average Pay” and the “Benefit Percentage” less (b) all contributions made by us for his account under our 401(k) Plan.

■

“Final Average Pay” generally equals Mr. ~~Krakower:~~⁵/₁₂Stanage’s average monthly compensation for the highest paid 36 months out of ~~1% for each of the first~~his final 60 months of ~~service,~~¹/₄ ~~of 1%~~employment, and includes salary and amounts earned under all management incentive or other bonus plans in which he participates. Any incentive pay or other bonus is deemed to be earned ratably over the period for ~~each of the next 60 months of service, and~~¹/₆ ~~of 1% for each additional month of service.~~

which it was earned.

	•
	■	~~Mr. Stanage:~~The “Benefit Percentage” is⁷/₃₀ of 1% for each month of service, but ~~shall~~will not increase further once Mr. Stanage reaches age 65.

	■	Contributions made by us for Mr. Stanage’s account under our 401(k) Plan are expressed as a monthly amount in the form of an actuarial equivalent 50% joint and survivor annuity with 120 months of guaranteed payments starting at the date Mr. Stanage attains age 65, and assuming that our contributions earn interest at the rate of 6% from the date of the contribution until the date it is actually paid to Mr. Stanage.

Upon retirement after reaching age 65, the executive will receive either a lifetime payment stream of the monthly normal retirement benefit starting the month after employment terminates and ending on death, which is guaranteed to be at least 120 monthly payments, or a lump sum that is actuarially equivalent to this lifetime payment stream.

If the executive’s employment terminates prior to age 65 (early retirement), he will receive a lump sum that is actuarially equivalent to a lifetime payment stream of the monthly normal retirement benefit, reduced by 3% for each year by which the date of the first payment precedes age 65, or the lifetime payment stream so reduced. The lump sum is based on an assumed payment stream starting the month after his employment terminates (but no earlier than the month he reaches age 55), and ends on death, but is guaranteed to be at least 120 monthly payments; any payments after death are made to a surviving beneficiary or to the executive’s estate. This does not apply to Mr. Krakower, as he has already attained the age of 65.

~~Should the executive die before receiving any benefits under the SERP, the executive’s designated beneficiary will receive a lump sum that is actuarially equivalent to the 50% survivor annuity the~~

■ If Mr. Stanage’s employment terminates prior to age 65 (early retirement), he will receive a lump sum equal to the actuarial present value of the “Early Retirement Benefit,” subject to the Survivor Benefit Adjustment. The SERP generally defines the “Early Retirement Benefit” as a monthly benefit starting on the first day of the month after the month in which his employment terminates and ending with the payment for the month in which his death occurs or, if later, after the payment of 120 such payments (with any such payments after his death made to his beneficiary or his estate), in an amount equal to the product of his Final Average Pay and the Benefit Percentage less any contributions made by us for his account under our 401(k) Plan, and reduced by 1/4% per payment for each full calendar month by which the commencement of the Early Retirement Benefit precedes Mr. Stanage’s attainment of age 65.
■ Pursuant to his election, if Mr. Stanage dies before receiving any benefits under the SERP, his designated beneficiary will receive a lump sum equal to the lump sum Mr. Stanage would have received under the SERP had he terminated his employment on the day preceding his death (the “Survivor Benefit”). Mr. Stanage has several alternative Survivor Benefit elections under the SERP, subject to provisions addressing the timing and effectiveness of an election and, except in the case of the default election described below, the Survivor Benefit Adjustment. In lieu of Mr. Stanage’s current election, Mr. Stanage may elect for his designated beneficiary to receive any of the following, which will take effect twelve months after the date on which it is made:
■ A lump sum that is the actuarial equivalent to the “Pre-Retirement Survivor Benefit,” defined as a monthly benefit, starting on the first day of the month following the month in which he dies and ending with the month in which his designated beneficiary dies, that is equal to 50% of the monthly benefit Mr. Stanage would have received had he terminated employment on the ~~executive retired immediately~~day prior to his death and ~~elected to receive his benefit~~commenced receiving benefits in the form of a 50% joint and survivor ~~annuity, or receive~~annuity. As this is the ~~annuity itself. The executive also may elect to have~~default election under the SERP, no additional actuarial cost would accrue against Mr. Stanage’s benefit post-effectiveness of this election.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

■

A lump sum ~~survivor benefit calculated on~~that is the ~~basis~~actuarial equivalent to the Pre-Retirement Survivor Benefit, but in lieu of a50%, either 75% or 100% of the monthly benefit Mr. Stanage would have received had he terminated employment on the day prior to his death and commenced receiving benefits in the form of a corresponding 75% or 100% joint and survivor ~~annuity,~~annuity.


■	Upon certain other types of termination, or permitted elections, the amount and form of benefit are different:

	■	Termination for itcause – no benefits are payable.

	■	Termination without cause or by Mr. Stanage for good reason (i) within two years after a change in control (as defined in the SERP), (ii) during the period of a potential change in control, or (iii) at the request of a person who takes action to ~~equal the full~~cause a change in control – a lump sum payment computed in the same manner as the “Early Retirement Benefit,” including the Survivor Benefit Adjustment, except that 24 months of service (or, if less, the number of months preceding Mr. Stanage’s 65th birthday) are added for purposes of computing the Benefit Percentage. A “potential change in control” exists during the period beginning at the time the company enters into an agreement that, if consummated, would result in a change in control and ending at the time such agreement results in a change in control or becomes of no further force or effect.

	■	Termination without cause or by Mr. Stanage for good reason (in each case other than in connection with the events described in (i), (ii) and (iii) of the preceding paragraph) – a lump sum payment computed in the same manner as the “Early Retirement Benefit,” including the Survivor Benefit Adjustment, except that twelve months of service (or, if less, the number of months preceding Mr. Stanage’s 65^thbirthday) are added for purposes of computing the Benefit Percentage.

	■	Termination due to disability – a lump sum payment computed in the same manner as the “Early Retirement Benefit,” including the Survivor Benefit Adjustment, but without any actuarial or other reduction to reflect commencement of payment before Mr. Stanage reaches age 65.

The enhanced benefits that would be payable if the termination events (other than termination for cause) occurred on December 31, 2019 are quantified in the table on page 53.

The SERP generally provides to Mr. Stanage the ability to irrevocably elect to receive, in lieu of a lump sum payment with regard to a benefit described above, a monthly payment of such benefit, which will take effect twelve months after the date on which such election is made. If he makes such an election, except with respect to the Survivor Benefit, the monthly benefit will start on the first of the month after the fifth anniversary of the date on which his employment terminates, and the amount of the monthly benefit will be actuarially adjusted to take into account that the first payment of the applicable benefit will not take place until the fifth anniversary of the date on which his employment terminates.

Retirement Agreement with Mr. Hennemuth

We have entered into an EDCA with Mr. Hennemuth. The EDCA is a non-qualified, unfunded supplemental pension plan that, in accordance with certain irrevocable elections made by Mr. Hennemuth, provides for a lump sum payment consisting of two components: (i) a consulting and retirement income payment component and (ii) an insurance benefits component.

Consulting and Retirement Income Payment

■	The consulting and retirement income component is based on the amount of Mr. Hennemuth’s accrued benefit under the EDCA, which is equal to 1.5% of Mr. Hennemuth’s aggregate salary and incentive cash bonuses earned while employed by us from March 20, 2006 until termination of his employment.

■	If Mr. Hennemuth retires or otherwise ceases to be employed by us on or after his 65^th birthday, he will be entitled to receive, as part of his lump sum payment, the actuarial present value of monthly payments equal to¹/₁₂ of his accrued benefit, commencing in the calendar month following his retirement and continuing until the later of completion of the 120^th monthly payment or the payment for the month in which he dies.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

■	If Mr. Hennemuth’s employment terminates prior to age 65, he will be entitled to receive, as part of his lump sum payment, an early retirement benefit equal to the actuarial present value of monthly payments (taking into account a reduction to reflect commencement of such payments prior to his 65^thbirthday) equal to¹/₁₂ of his accrued benefit, commencing in the calendar month following his termination of employment and continuing until the later of completion of the 120^thmonthly payment or the payment for the month in which he dies.

■	If Mr. Hennemuth dies prior to his 65^thbirthday and prior to receiving his lump sum payment under the EDCA, a lump sum payment will be payable to his beneficiary in an amount equivalent to the actuarial present value of a monthly pension for the balance of the beneficiary’s life that is based on the actuarial equivalent of the early retirement benefit that Mr. Hennemuth would ~~have received~~been entitled to receive had he retired immediately prior to his death. If

■	Upon a change in control, Mr. Hennemuth will be entitled to receive, as part of his lump sum payment, the ~~executive elects any~~actuarial present value of ~~these alternative forms~~monthly payments equal to¹/₁₂ of his accrued benefit, commencing the ~~additional~~month following the change in control and continuing until the later of completion of the 120^thmonthly payment or the payment for the month in which he dies.

Insurance Benefits

■	The insurance benefits include (i) life insurance benefits and (ii) medical and dental insurance benefits. The insurance benefits are payable in a lump sum equal to the actuarial ~~cost (above~~present value, determined as of the ~~cost~~time of ~~providing~~Mr. Hennemuth’s retirement or termination of employment, of the insurance benefits, calculated as set forth below, and payable commencing in the calendar month following his termination of employment and continuing until the later of completion of the 120th monthly payment or the payment for the month in which he dies.

■	Life insurance benefits –The life insurance benefits consist of the following amounts:


	■	For the period following termination of Mr. Hennemuth’s employment with Hexcel and prior to his 65^thbirthday, life insurance in an amount equal to the lesser of (i) two times the present value of Mr. Hennemuth’s accrued benefit ~~based on a 50% survivor annuity) reduces~~and (ii) the amount of life insurance on Mr. Hennemuth in effect at the ~~executive’s retirement benefit (and hence the survivor’s benefit as well).~~ time of his termination of employment.

~~Upon certain other types of termination, or permitted elections, the amount and form of benefit are different.~~

~~Termination for cause—no benefits are payable~~

~~Termination without cause, or by the executive for good reason~~

~~12 months of service are added for purposes of computing the benefits percentage~~

Upon termination without cause, or by the executive for good reason, within two years after a change in control or during a period which qualifies as a potential change in control (as defined in the SERPs)

~~For Mr. Stanage, 24 months are added for purposes of computing the benefits percentage~~

~~For Mr. Krakower, 36 months of service are added for purposes of computing the benefits percentage~~

~~Upon termination due to disability, the lump sum is calculated without reduction even if the assumed payment stream would start prior to age 65.~~

~~These enhanced benefits payable upon termination are quantified in the table on page .~~

~~Retirement Agreements with Messrs. Pensky and Hennemuth~~

~~We have entered into Executive Deferred Compensation and Consulting Agreements (each an “EDCA”) with Mr. Pensky and Mr. Hennemuth. The material terms of the EDCAs are as follows:~~

	•
	■	For the period from Mr. Hennemuth’s 65^thbut only until his 75^thbirthday, the lesser of (i) the present value of Mr. Hennemuth’s accrued benefit and (ii) the amount of life insurance on Mr. Hennemuth in effect at the time of his retirement or other termination.
		~~The executive is entitled to receive a monthly benefit upon retirement equal to 1/12~~^th

■

Medical and dental insurance benefits – These benefits are based on the assumed continuation of Mr. Hennemuth’s medical and dental insurance coverage in effect at the time his ~~accrued benefit. The accrued benefit is equal to 1.5%~~employment terminates from the time of ~~the executive’s aggregate salary and cash incentive awards earned while employed by us multiplied by a fraction~~termination of ~~X/67, with X=the number of months the executive has been employed by us since entering into his EDCA, subject to a maximum of 67 months.~~

employment until he reaches age 75.

~~The normal monthly retirement benefit is payable starting~~Notwithstanding the month after employment terminates on or after age 65 and ending on death, but is guaranteed to be at least 120 monthly payments; any payments after death are made to a surviving beneficiary or the executive’s estate.

~~If the executive’s employment terminates prior to age 65, then~~

~~the payments will be actuarially reduced to reflect commencement prior to age 65~~

the executive’s monthly retirement benefit will start the calendar month after he terminates employment and will end on death, but is guaranteed to be at least 120 monthly payments; any payments after death are made to a surviving beneficiary or the executive’s estate.

If the executive dies prior to commencement of payments to him, a benefit is payable to his beneficiary for the duration of the beneficiary’s life, and is based on the actuarial equivalent of the early retirement benefit described above, as if the executive had retired immediately prior to his death.

~~Upon a change in control, the executive’s benefits become payable.~~

~~Upon~~foregoing payment provisions, upon termination for cause, no benefits are payable.

~~Each executive has agreed to consult with us at our request for up to ten days a year for a period of ten years~~The EDCA contains the following ~~his termination of employment with us.~~additional provisions:

Each executive has agreed not to solicit our employees and not to engage in any activity competitive with our business for ten years after termination of his employment with us, unless he can show that such actions were taken without the use of confidential information regarding Hexcel.

■	Mr. Hennemuth is required to consult with us at our request for up to ten days a year for a period of ten years following his termination of employment.

■	Mr. Hennemuth has agreed in the EDCA not to solicit our employees and not to engage in any activity competitive with our business for ten years after termination of his employment with us (or, if earlier, at such time as he no longer receives any benefits under the EDCA), unless he can show that such actions were taken without the use of confidential information regarding Hexcel.

~~The executive is entitled to an additional amount based on the value of our providing medical, dental and life insurance from termination of employment to age 75:~~

~~the value of the medical and dental insurance is based on the group insurance provided by us to our employees at the time of termination of the executive’s employment~~

~~the amount gets added to the value of the lump sum or increases the annuity, depending on the form of payment chosen by the executive.~~

~~Messrs. Pensky and Hennemuth have elected to receive their EDCA benefit in the form of an actuarially equivalent lump sum.~~

Pension Benefits Table

The table below shows the present value, as of December 31, 2019, of accumulated benefits payable to ~~eachUS-based~~ ~~NEO~~Messrs. Stanage and Hennemuth (the only U.S. based named executive officers covered by defined benefit retirement arrangements) upon their retirement, as ~~of December 31, 2016, including~~well as the number of years of service credited ~~to eachUS-based~~ ~~NEO,~~ under ~~each pension and~~their respective retirement ~~plan listed below, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The table also shows payments made to theUS-based~~ ~~NEOs under the plans indicated during 2016.~~arrangements. Mr. Merlot is eligible to receive a pension ~~which~~that is funded by our contributions ~~from the company~~ and by Mr. Merlot, the value of which iswill be determined byin accordance with French ~~regulation~~regulations at the time of his retirement.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

Name

Plan Name
Number of
Years
Credited
Service
(#) Present
Value of
Accumulated
Benefit
($)(1) Payments
During Last
Fiscal Year
($)
Nick L. Stanage
   Supplemental Executive Retirement Agreement 7.17 5,777,705 0
Wayne C. Pensky
   Executive Deferred Compensation Agreement 23.42 2,983,724 0
Ira J. Krakower
   Supplemental Executive Retirement Agreement 20.33 4,932,513 0
Robert G. Hennemuth
   Executive Deferred Compensation Agreement 10.75 1,834,808 0

Number of

Present

Years

Value of

Payments

Credited

Accumulated

During Last

Service

Benefit

Fiscal Year

Name

Plan Name

(#)

($)⁽¹⁾

($)

Nick L. Stanage

Supplemental Executive Retirement Agreement

10.17

10,755,127

Robert G. Hennemuth

Executive Deferred Compensation Agreement

13.75

2,697,102

~~(1)~~	~~Generally, the~~
⁽¹⁾	The amounts in this column were calculated assuming retirement at age 65, ~~(except with respect to Mr. Krakower, whose actual age at December 31, 2016 was used as he is over age 65),~~ the

normal retirement age under the relevant ~~pension plans~~retirement arrangement, and ~~arrangements, and~~ using ~~the~~ interest rate and mortality assumptions consistent with those used in the preparation of our financial statements. See Note 7, “Retirement and Other Postretirement Benefit Plans” to the consolidated financial statements ~~and the discussion under the heading “Retirement and Other Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, each~~ included in our Annual Report on Form10-K for the year ended December 31, ~~2016,~~2019, for a description of these interest rate and mortality assumptions.
These amounts represent the amounts required to be disclosed by SEC rules and assume that each currently active executive will retire at the normal retirement age under the plan, which is age 65, and reflect the following discount rates used to determine the present value of the lump sum payable at age 65: Mr. Stanage 2.10% and Mr. Hennemuth 2.80%. These rates are consistent with those used for purposes of pension calculations in our financial statements. See footnote 5 to the Summary Compensation Table on page 39 for a description of factors affecting the difference between the actuarial present value of the executive’s accumulated benefit under his SERP or EDCA, as applicable, as of December 31 of the current year and December 31 of the prior year.

~~These~~

Non-Qualified Deferred Compensation in 2019

Under the NDCP, eligible U.S. employees, including our U.S. named executive officers, may defer amounts ~~represent~~of their cash compensation in excess of IRS limits applicable to our 401(k) Plan, referred to below as “excess compensation.” We match 50% of a participant’s contributions to the ~~amounts required~~NDCP, up to ~~be disclosed by SEC rules,~~6% of the participant’s excess compensation. We also provide the same fixed and ~~assume that each currently active executive will retire at the normal retirement age under the plan, which is age 65 (except~~profit-sharing contributions with respect to ~~Mr. Krakower, who was over age 65~~such excess contributions on the same basis as provided under our 401(k) Plan. See “Compensation Discussion and Analysis—Ongoing and Post-Employment Arrangements—Hexcel Corporation 401(k) Retirement Savings Plan” for additional information. All participant and Hexcel contributions are fully vested at ~~December 31, 2016), and reflect~~all times.

Amounts credited to a participant’s account may be invested in a number of funds based upon the ~~following discount rates used to determine~~funds available under our 401(k) Plan, other than the ~~present value of the lump sum payable at age 65: Mr.~~Hexcel stock fund.

Messrs. Stanage ~~3.10%, Messrs. Pensky~~ and Hennemuth 3.40%. For Mr. Krakower, 3.60% is the assumed discount rate in determining the present value of his elected annuity form of payment. These rates are consistent with those used for purposes of pension calculations in our financial statements. See footnote (5) to the Summary Compensation Table on page 44 for a description of how the difference between the actuarial present value of the executive’s accumulated benefit under his SERP or EDCA, as applicable, as of December 31 of the current year and ~~December 31 of the prior year is calculated.~~

~~Nonqualified Deferred Compensation in Fiscal Year 2016~~

~~All information in the table below is with respect to our NDCP, as described on pages 36-37. Messrs. Stanage, Pensky and Hennemuth~~Ms. Lehman participated in the NDCP in ~~2016.~~2019. Mr. ~~Krakower~~Winterlich did not participate in the NDCP in ~~2016, and instead received a taxable cash payment equal to the profit sharing contributions and the 2% fixed company contribution he would have received if he participated, but no company match.~~2019. Mr. Merlot is not eligible to participate in the NDCP because he is not a~~US-based~~ U.S. employee.

   Name
of Plan    Executive
Contributions
in Last FY($)    Registrant
Contributions
in Last FY($)(1)    Aggregate
Earnings
in Last FY($)(2)    Aggregate
Balance
at Last FYE($)(3)
Nick L. Stanage
   NDCP    84,226    48,045    14,632    648,000
Wayne C. Pensky
   NDCP    67,512    60,782    24,565    1,034,099
Ira J. Krakower
   NDCP    —    —    —    —
Robert G. Hennemuth
   NDCP    44,590    31,478    9,743    353,975

	Executive		Company		Aggregate		Aggregate
	Contributions		Contributions		Earnings		Balance
	in Last Fiscal		in Last Fiscal		in Last Fiscal		at Last Fiscal
Name	Year($)		Year($)⁽¹⁾		Year($)⁽²⁾		Year-End($)⁽³⁾
Nick L. Stanage		62,929		118,056		56,007		1,382,021
Patrick J. Winterlich		—		—		—		—
Robert G. Hennemuth		27,224		33,747		12,604		581,446
Gail E. Lehman		27,231		11,670		294		39,194

~~(1)~~	~~Our contributions to the NDCP or related payments to theUS-based~~ ~~NEOs~~
⁽¹⁾	The amounts in ~~2016~~this column are included in the “All Other Compensation” column in the Summary Compensation Table on page ~~43. See footnote (6) to the Summary Compensation Table on page 44 for a description of the amount of such contributions for eachUS-based~~ ~~NEO.~~39.


⁽²⁾	The aggregate annual earnings in ~~2016~~2019 are not reported in the Summary Compensation Table, as SEC rules provide that only above-market or preferential earnings be reported in that table.

~~(3)~~

~~This~~

⁽³⁾

For Messrs. Stanage and Hennemuth, the amount in this column includes aggregate contributions, if any, by Messrs. Stanage and Hennemuth, as applicable, and the~~US-based~~ ~~NEO’s contributions~~ company to the NDCP ~~in prior years, and our contributions to the NDCP in prior years, which~~that were ~~also included~~reported as compensation in the Summary Compensation Table ~~for the year~~ in ~~which the amount was contributed, as well as earnings on those contributions.~~previous years: Mr. Stanage, $940,888; and Mr. Hennemuth, $460,754.

Potential Payments ~~upon~~Upon Termination or Change in Control

In this section, we describe payments and benefits that would be provided to our named executive officers upon several events of termination, including termination in connection with a change in control, assuming the termination event occurred on December 31, 2019. The information in this section does not include information related to:

■	distributions under the NDCP. See “Non-Qualified Deferred Compensation in 2019.”

■	RSUs, PSAs and shares underlying stock options that vested prior to the termination event.

HEXCEL CORPORATION | 2020 Proxy Statement

EXECUTIVE COMPENSATION

■	short-term incentive payments that would not be increased due to the termination event.

■	distributions to Mr. Stanage under the SERP other than incremental payments payable to Mr. Stanage that are addressed below. See “Pension Benefits in 2019—Supplemental Executive Retirement Agreement with Mr. Stanage.”

■	distributions to Mr. Hennemuth under the EDCA. See “Pension Benefits in 2019—Retirement Agreement with Mr. Hennemuth.”

■	other payments and benefits provided on a non-discriminatory basis to salaried employees generally upon termination of employment, including under our 401(k) Plan.

We have severance agreements with all of our U.S. named executive officers other than Mr. Stanage, whose severance terms are governed by our Executive Severance Policy, coupled with certain terms set forth in his offer of employment letter. We refer to all of the documents collectively as the “Severance Arrangements.” The Severance Arrangements are described below.

The Severance Arrangements generally provide payments and other benefits to a named executive officer if we terminate his or her employment for any reason other than disability or “cause” (as defined in the Severance Arrangement related to the named executive officer) or if he or she terminates employment for “good reason” (also as defined in such Severance Arrangement). In circumstances related to a “change in control” or a “potential change in control” (each as defined in such Severance Arrangement) the payments are enhanced. With respect to the named executive officers, such payments and other benefits generally include a lump sum payment equal to the sum of, or a multiple of the sum of, annual base salary and average bonus under the MICP, as well as continued participation in all medical, dental, life insurance and other welfare and perquisite plans and programs in which the executive was participating on the date of termination (“Continued Participation Benefits”) for a specified period of time. These payments are further described below.

Executive Severance Policy

The compensation committee maintains an Executive Severance Policy that applies to any executive employee of the company who has received an offer letter of employment from the company that expressly extends the provisions of the policy to such executive.

Currently, Mr. Stanage is the only named executive officer subject to the policy.

~~The~~As applied to Mr. Stanage, the policy provides that, among other things:

~~upon termination of the covered executive’s employment for any reason the executive shall receive certain accrued and vested payments~~

■	upon termination due to Mr. Stanage’s death, his legal representative will receive a pro rata portion of Mr. Stanage’s annual bonus, based on the portion of the year that elapsed prior to his death (the “pro-rata bonus”).

■	upon termination due to Mr. Stanage’s disability, he will receive the pro-rata bonus and disability benefits in accordance with the terms of the long-term disability program then in effect for senior executives of the company.

■	upon termination of Mr. Stanage by the company other than for disability or cause, or upon his resignation for good reason, other than in relation to a change in control, he will receive:

	■	the pro-rata bonus;

	■	a cash lump sum equal to one and one-half times the sum of his annual base salary and one and one-half times the average of the last three annual bonus amounts awarded to him for the last three plan years completed prior to the termination date; and

	■	Continued Participation Benefits for one and one-half years following the termination date.

■

upon termination of Mr. Stanage by the company other than for disability or cause, or upon Mr. Stanage’s termination for good reason, in each case during a “potential change in control” (as defined in the policy) or within two years after a change in control, he will receive two and one-half times the lump sum payment described above and the Continued Participation Benefits for two and one-half years. He also will receive these benefits if, during a potential change in control, we terminate Mr. Stanage at the request of a person who takes any action designed to cause a change in control.

HEXCEL CORPORATION | 2020 Proxy Statement

~~upon termination due to the executive’s death, the executive’s legal representative shall receive a pro rata portion of the executive’s annual bonus (the“pro-rata~~ ~~bonus”)~~EXECUTIVE COMPENSATION

~~upon termination due to the executive’s disability, the executive shall receive thepro-rata~~ ~~bonus and certain disability benefits~~

~~upon termination by the company other than for disability or cause or a resignation by the executive for good reason, the executive shall receive~~

~~thepro-rata~~ ~~bonus~~

a cash lump sum equal to the sum of the executive’s annual base salary and the average of the last three annual bonus amounts awarded to the executive for the last three plan years completed prior to the termination date, multiplied by a multiple specified in the executive’s offer letter

~~continuation of certain medical and other benefits for the period following the termination date that is specified in the executive’s offer letter~~

The compensation committee may amend or terminate the policy in its discretion, but no amendment or termination ~~shall~~can adversely affect a covered executive’s vested rights and no amendment or termination can become effective as to an executive earlier than the later of one year after written notice is delivered to such executive or two years after the occurrence of a change in control.

Under his employment arrangement, upon his termination of employment Mr. Stanage will be entitled to receive severance pursuant to the Executive Severance Policy. The multiples applicable for determining Mr. Stanage’s severance payments and period of post-employment benefits continuation under the policy are:

~~1.5X in the case of all qualifying terminations other than a change in control or~~

~~2.5X in the case of a qualifying termination during a limited period prior to, or within two years following, a change in control~~

The Executive Severance Policy does not provide for a tax gross-up ~~for~~ with respect to excise taxes incurred under Section 280G and Section 4999 of the ~~Code. See “Severance and Change~~Internal Revenue Code in ~~Control Arrangements—ModifiedGross-Up”~~ ~~on page 39.~~connection with a change in control.

Mr. Stanage has agreed that, in consideration for these payments, he will not compete with us in any capacity for a period of ~~eighteen~~18 months following the termination of his employment. This includes, for example, any situation in which Mr. Stanage is an employee of or consultant to, or owner of a business. If Mr. Stanage’s termination is in connection with a change in control for which Mr. Stanage receives enhanced severance payments, the period is extended to ~~thirty~~30 months. However, ~~his~~this restriction would not apply if Mr. Stanage’s duties and responsibilities with a company that competes with us do not relate to the business segment of that company that competes with us. Mr. Stanage also agreed to customary terms regarding our ownership of, and the protection and confidentiality of, our trade secrets, proprietary information and processes, technologies, designs and inventions.

We have entered into executive severance agreements with each of Messrs. ~~Pensky, Krakower~~Winterlich and Hennemuth and Ms. Lehman that provide for us to make certain payments to ~~these NEOs~~the named executive officer upon termination of employment under ~~certain~~specified circumstances. In particular:

■	if we terminate the executive for any reason other than for disability or cause, or if the executive terminates his or her employment for good reason, other than in relation to a change in control, the executive will receive:

	■	a lump sum payment equal to the sum of the executive’s then current base salary and average MICP award over the prior three years;

	■	Continued Participation Benefits for one year; and

	■	the executive may receive an MICP award prorated for the portion of the year during which the executive was employed prior to termination, if such award is payable under the terms of the MICP.

■

in the event that we terminate the executive for any reason other than for disability or cause, or if the executive terminates his or her employment for good reason, in each case during a period of a “potential change in control” (as defined in the executive severance agreement) or within two years after a change in control, or if, during a potential change in control, we terminate the executive at the request of a person who takes any action designed to cause a change in control, the executive will receive the same payments and benefits as described above except that:

	■	for Mr. Hennemuth, the lump sum payment will be equal to three times the sum described above and for Mr. Winterlich and Ms. Lehman, the lump sum payment will be equal to two times the sum described above;

	■	for Mr. Hennemuth, the period of Continued Participation Benefits will be three years instead of one, and for Mr. Winterlich and Ms. Lehman, the period of Continued Participation Benefits will be two years instead of one; and

	■	Mr. Hennemuth also will be entitled to receive a gross-up payment for any excise tax incurred under Section 280G and Section 4999 of the Internal Revenue Code, but only if the total “parachute payments” exceed his untaxed safe harbor amount by 10% or more. We have agreed to reimburse Mr. Hennemuth for the excise tax as well as any income tax and excise tax payable by Mr. Hennemuth as a result of any reimbursements for the excise tax.

■	in the event of termination due to death or disability, the executive will receive an MICP award prorated for the portion of the year he or she was employed.

~~if we terminate the executive for any reason other than for disability or cause, or if the executive terminates his employment for good reason, the executive will receive~~

~~a lump sum payment equal to the sum of his then current base salary and his average MICP award over the prior three years~~

participation for one year after termination in all medical, dental, life insurance and other welfare and perquisite plans and programs in which the executive was participating on the date of termination

~~in addition, the executive may receive an MICP award prorated for the portion of the year he was employed, if such award is payable under the terms of the MICP~~

in the event that we terminate the executive for any reason other than for disability or cause, or if the executive terminates his employment for good reason, in each case during a period which qualifies as a potential change in control period or within two years after a change in control, the executive will receive the same payments and benefits as described above except that

~~the lump sum payment will be equal to three times the sum described above~~

~~participation in health, welfare and perquisite plans and programs will be for three years instead of one~~

~~the executive will be entitled to receive agross-up~~ payment for any excise tax incurred under Section 280G and Section 4999 of the Code, but only if the total “parachute payments” exceed the executive’s untaxed safe harbor amount by 10% or more. We have agreed to reimburse the executive for the excise tax as well as any income tax and excise tax payable by the executive as a result of any reimbursements for the excise tax.

~~in the event of termination due to death or disability, the executive will receive an MICP award prorated for the portion of the year he was employed~~

In consideration for these payments, the executive has agreed to anon-competition covenant for one year following termination of employment or, in the case of Mr. Hennemuth, three years following a termination in connection with a change in control, and, in the case of Mr. Winterlich and Ms. Lehman, two years following a termination in

connection with a change in control. Each executive severance agreement annually renews automatically unless we notify the applicable executive of our intention not to renew, in which case the agreement will terminate one year following such notification.

Mr. Merlot’s severance benefits are determined by the French CLA. Pursuant to the French CLA, Mr. Merlot is entitled to receive the following upon termination of his employment:

■	the terms of the transaction, and whether the terms are no less favorable to us than would be obtained if the transaction were entered into with a party other than a related person;

■	the benefits to us;

■	the availability of other sources for the product or service that is the subject of the transaction;

■	the timing of the transaction;

■	the potential impact of the transaction on a director’s independence; and

■	any other factors deemed relevant.

Merger Agreement

On January 12, 2020, we entered into the Merger Agreement with Woodward, which provided that, upon the terms and subject to the conditions set forth therein, Merger Sub, a wholly owned subsidiary of Woodward, would merge with and into Hexcel, with Hexcel surviving the Merger as a wholly owned subsidiary of Woodward. Mr. Gendron, the current Chairman of the ~~transaction,~~Board, Chief Executive Officer and ~~whether~~President of Woodward, is a member of our board of directors. On April 5, 2020, Hexcel and Woodward entered into the ~~terms are no less favorable to us than would be obtained~~Termination Agreement. Mr. Gendron did not participate in the ~~transaction were entered into with~~negotiations of the Merger Agreement or the Termination Agreement in his capacity as a ~~party other than a related person~~member of our board of directors.

Compensation Committee Interlocks and Insider Participation

The compensation committee members that served during fiscal year 2019, and those that currently serve and will serve following the Annual Meeting, have no interlocking relationships required to be disclosed under SEC rules and regulations.

HEXCEL CORPORATION | 2020 Proxy Statement


	DELINQUENT SECTION 16(a) REPORTS

~~the benefits to us~~

~~the availability of other sources for the product or service that is the subject of the transaction~~

~~the timing of the transaction~~

~~the potential impact of the transaction on a director’s independence~~

~~any other factors deemed relevant~~

~~Related Person Transactions~~

~~The company had no related person transactions since the beginning of 2016, and is not currently aware of any proposed related person transactions.~~

~~Indemnification Agreements~~

Our charter requires us generally to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Additionally, as permitted by Delaware law, we have entered into indemnification agreements with each of our directors and executive officers. Under the indemnification agreement, we have agreed to hold harmless and indemnify each indemnitee, generally to the fullest extent permitted by Delaware law, against expenses, liabilities and loss incurred in connection with threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to which the indemnitee is made a part by reason of the fact that the indemnitee is or was a director or officer of the company or any other entity at our request; provided, however, that the indemnitee acted in good faith and in manner reasonably believed to be in the best interest of our company.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a ~~registered~~ class of our equity securities registered under the Exchange Act, to file with the SEC initial reports of ownership and reports of changes in ownership of Hexcel common stock. ~~Executive officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based~~Based solely on a review of the copies of such reports ~~furnished to us~~filed and representations ~~that no other reports were required,~~from our directors and executive officers, for the year ended December 31, ~~2016,~~2019, we believe that all persons subject to these reporting requirements complied with all applicable Section 16(a) filing ~~requirements applicable to our executive officers, directors and greater than ten percent stockholders were complied with.~~requirements.

~~OTHER MATTERS~~

HEXCEL CORPORATION | 2020 Proxy Statement


	OTHER MATTERS

As of the date of this proxy statement, the board of directors does not know of any other matters to be presented for ~~action~~consideration by the stockholders at the Annual Meeting. However, if any other matters not known are properly brought before the Annual Meeting, proxies will be voted at the discretion of the proxy holders ~~and~~ in accordance with their judgment on such matters.

HEXCEL CORPORATION | 2020 Proxy Statement


	STOCKHOLDER PROPOSALS

~~STOCKHOLDER PROPOSALS~~

Stockholder proposals intended for inclusion in our proxy ~~materials~~statement and annual report for the ~~2018~~2021 annual meeting of stockholders ~~pursuant to Rule14a-8~~ ~~under the Exchange Act~~ must be submitted in writing ~~not later than November 17, 2017~~ to ~~the Corporate Secretary~~us at Hexcel Corporation, Attention: Corporate Secretary, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, ~~CT 06901-3238.~~Connecticut 06901, must be received by us no later than December 22, 2020 and must comply in all other respects with SEC regulations relating to such inclusion.

Our Bylaws require that proposals of stockholders ~~that are made outside of Rule14a-8~~ ~~under the Exchange Act~~other than proposals submitted for inclusion in our proxy statement and proxy, and nominations for the election of directors at the ~~2018~~2021 annual meeting of stockholders be ~~submitted, in accordance with the requirements of our Bylaws,~~received by us not later than ~~January 4, 2018~~February 1, 2021, and must be accompanied by additional information specified in ~~order to be considered timely. Stockholders are also advised to review~~ our Bylaws, a copy of which ~~contain additional requirements about advance notice~~may be obtained upon request to our Corporate Secretary at the address provided above.

HEXCEL CORPORATION | 2020 Proxy Statement


	ANNUAL REPORT

We will mail, without charge, upon written request from any stockholder, a copy of ~~stockholder proposals and director nominations. We may exclude untimely proposals from~~ our ~~2018 proxy statement. Management proxies will have discretionary authority to vote on the subject matter of the excluded proposal if otherwise properly brought before the annual meeting.~~

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE~~

~~STOCKHOLDER MEETING TO BE HELD ON MAY 4, 2017~~

~~The proxy statement, annual report to security holders and related materials are available at~~~~http://phx.corporate-ir.net/phoenix.zhtml?c=75598&p=proxy~~.

~~ANNUAL REPORT~~

~~Our~~ Annual Report to Stockholders containing the company’s audited consolidated financial statements for the year ended December 31, ~~2016, is being mailed herewith to all stockholders of record. Additional copies are available without charge on request.~~2019. Requests should be addressed to ~~the Corporate Secretary,~~ Hexcel Corporation, Attention: Vice President, Investor Relations, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut ~~06901-3238.~~

~~Stamford, Connecticut~~

~~March 17, 2017~~

~~ANNEX 1~~

~~Reconciliation of Adjusted EPS~~06901, or by email to ~~GAAP EPS:~~InvestorRelations@hexcel.com.

Year Ended December 31,

(In millions)
   2016    2015
GAAP net income
   $ 249.8    $ 237.2
Other expense, net of tax
   —    —
Non-operating expense, net of tax
   0.3    —
Discrete tax benefits
   (6.6 )    (11.6 )




Adjusted net income(Non-GAAP)
   $ 243.5    $ 225.6




Diluted Shares (GAAP)
   94.2    97.2




Earnings per Share (GAAP)
   2.65    2.44




Adjusted Earnings per Share(Non-GAAP)
   $ 2.58    $ 2.32




64
HEXCEL CORPORATION  |  2020 Proxy Statement ~~HEXCEL CORPORATION~~

~~Two Stamford Plaza~~
~~281 Tresser Boulevard~~
~~Stamford, Connecticut 06901~~

~~PROXY FOR ANNUAL MEETING OF STOCKHOLDERS~~
~~To be held on May 4, 2017~~
~~This Proxy is Solicited by the Board of Directors of Hexcel Corporation~~
ANNEX A
Reconciliation of GAAP Diluted EPS to Adjusted Diluted EPS:
Year Ended December 31,
(In millions, except earnings per share) 2019 2018
GAAP net income $ 306.6 $ 276.6
Restructuring expense⁽¹⁾ — 5.4
Tax benefits⁽²⁾ (3.0 ) (10.9 )
Adjusted net income (Non-GAAP) $ 303.6 $ 271.1
Diluted Shares (GAAP) 85.8 89.0
Diluted Earnings per Share (GAAP) $ 3.57 $ 3.11
Adjusted Diluted Earnings per Share (Non-GAAP) $ 3.54 $ 3.05
⁽¹⁾ The undersigned stockholder of Hexcel Corporation (Hexcel) hereby appoints Nick L. Stanage, Wayne C. Pensky and Gail E. Lehman and each of them, the lawful attorneys and proxies of the undersigned, each with powers of substitution, to vote all shares of Common Stock of Hexcel held of record by the undersigned on March 9, 2017 at the Annual Meeting of Stockholders (the Annual Meeting) to be held at the Community Room, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut, on May 4, 2017 at 10:30 a.m., local time, and at any and all adjournments or postponements thereof, with all the powers the undersigned would possess if personally present, upon all matters set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement dated March 17, 2017, receipt of which is hereby acknowledged.year ended December 31, 2018 included restructuring expense for a European facility.

~~(Continued~~
⁽²⁾ The year ended December 31, 2019 benefited primarily from tax credits identified during the third quarter of $3.0 million. The year ended December 31, 2018 included benefits of $4.7 million related to the release of a valuation allowance in a foreign jurisdiction and release of reserves for uncertain tax positions. The 2018 period also included benefits of $6.2 million from a tax method accounting change related to ~~be signed on the reverse side)~~
U.S. tax reform.

We believe that adjusted net income and adjusted diluted net earnings per share, each of which is a non-GAAP financial measure, is meaningful to investors because it provides a view of Hexcel with respect to ongoing operating results exclusive of items that are not indicative of our underlying core performance or business trends. Special items represent significant charges or credits that are important to an understanding of Hexcel’s overall operating results in the periods presented. This non-GAAP measure is not presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be viewed as an alternative to GAAP measures of performance.
~ TO
HEXCEL CORPORATION  |  2020 Proxy Statement A-1
HEXCEL CORPORATION
ATTN: KURT GODDARD
2 STAMFORD PLAZA
281 TRESSER BLVD., 16TH FLOOR
STAMFORD, CT 06901-3261
VOTE BY ~~MAIL, PLEASE DETACH HERE~~ ~INTERNET
~~ANNUAL MEETING OF STOCKHOLDERS OF~~
~~HEXCEL CORPORATION~~
~~May 4, 2017~~
Before The Meeting - Go to~~NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL~~www.proxyvote.com:
~~The Notice~~
Use the Internet to transmit your voting instructions and for electronic delivery of ~~Meeting, proxy statement and proxy card~~
~~are available at http://phx.corporate-ir.net/phoenix.zhtml?c=75598&p=proxy~~
~~Please sign,~~information up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date ~~and mail~~
or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go towww.virtualshareholdermeeting.com/HXL2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided ~~as soon as possible.~~or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
☒D14938-Z77218 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
HEXCEL CORPORATION
The Board of Directors recommends you vote FOR each
of the following nominees:

~~PLEASE MARK~~
~~VOTES AS IN THIS~~
~~EXAMPLE~~
~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND “FOR” PROPOSALS 2 AND 4 AND FOR AN ANNUAL FREQUENCY REGARDING PROPOSAL 3.~~
1. Election of ~~directors (check one box only):~~Directors ~~FOR~~
~~AGAINST~~ ~~ABSTAIN~~
Nominees: For Against Abstain
1a. Nick L. Stanage o ☐o o
☐ ☐
1b. Joel S. Beckman o ☐o o
☐ ☐
~~Lynn Brubaker~~ ☐
☐1c. ☐
Jeffrey C. Campbell o ☐o o
☐ ☐
1d. Cynthia M. Egnotovich o ☐o o
☐ ☐
~~W. Kim Foster~~ ☐
☐1e. ☐
Thomas A. Gendron o ☐o o
☐ ☐
1f. Jeffrey A. Graves o ☐o o
☐ ☐
1g. Guy C. Hachey o ☐o o
☐ ☐
~~David L. Pugh~~ ☐
☐1h. Catherine A. Suever o o o
☐
For address changes and/or comments, please check this box and write them on the back where indicated. o
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain
~~FOR~~ ~~AGAINST~~ ~~ABSTAIN~~
2. Advisory non-binding vote to approve ~~2016~~2019 executive ~~compensation~~compensation. o o o
☐ ☐ ☐
~~1 Year~~ ~~2 Years~~ ~~3 Years~~ ~~ABSTAIN~~
3. ~~Advisory vote on frequency~~Ratification of ~~conducting an advisory vote regarding executive compensation~~ ☐ ☐ ☐ ☐
4. ~~Ratification~~the appointment of Ernst & Young LLP as ~~Independent Registered Public Accounting Firm~~the independent registered public accounting firm for 2020. o o o
☐
☐ ☐
5. NOTE:To transact such other business as may properly come before the Annual Meeting and any adjournments or ~~postponements thereof~~
This proxy, when properly executed, will be voted in the manner directed herein. If no such directions given, this proxy will be voted in accordance with the Board of Directors’ recommendations, and in the discretion of the proxy holder on any other matter that may properly come before the meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐
~~Date:~~postponements.

~~, 2017~~
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D14939-Z77218
HEXCEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders
June 1, 2020
The undersigned stockholder of Hexcel Corporation (Hexcel) hereby appoints Nick L. Stanage, Patrick J. Winterlich and Gail E. Lehman, and each of them, the lawful attorneys and proxies of the undersigned, each with powers of substitution, to vote all shares of Common Stock of Hexcel held of record by the undersigned on April 15, 2020 at the Annual Meeting of Stockholders to be held via live webcast at www.virtualshareholdermeeting.com/HXL2020, on June 1, 2020 at 10:30 a.m., Eastern Daylight Time, and at any and all adjournments or postponements thereof, with all the powers the undersigned would possess if personally present and voting upon the following matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3.
IMPORTANT NOTICE TO PARTICIPANTS IN THE HEXCEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN AND THE 401(K) RETIREMENT SAVINGS PLAN
If you hold shares through the Hexcel Corporation Employee Stock Purchase Plan or the 401(k) Retirement Savings Plan, this proxy covers all the shares for which you have the right to give voting instructions to the custodian or trustee of the applicable plan. The vote you submit via the Internet, telephone or proxy card will serve as your voting instructions to the custodian or trustee, as applicable.To allow sufficient time for voting by your custodian or trustee, your voting instructions must be received by 10:30 a.m. eastern daylight time on May 27, 2020.
All shares of common stock for which the trustee of the 401(k) Retirement Savings Plan has not received timely instructions will be voted by the trustee in the same proportion as the shares of common stock for which the trustee received timely instructions, unless inconsistent with applicable law. All shares of common stock for which the custodian of the Employee Stock Purchase Plan has not received timely instructions will be considered not present for quorum purposes, and those shares will not be voted by the custodian.

Address Changes/Comments:

~~Signature of Stockholder~~
~~Signature of Stockholder~~
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
~~PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side
~ ~~TO VOTE BY MAIL, PLEASE DETACH HERE~~~

					Payment of Filing Fee (Check the appropriate box):

☒	x	No fee required.

☐	o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

		(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

☐	o	Fee paid previously with preliminary materials.

☐	o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
		~~(1)~~		~~Amount Previously Paid:~~
		(2)		Form, Schedule or Registration Statement No.:

	(3)		Filing Party:

	(4)	Date Filed:
	~~Date Filed:~~

The Meeting

TO BE HELD ON:	June 1, 2020

TIME:	10:30 a.m., eastern daylight time

VIRTUAL ANNUAL MEETING SITE:	www.virtualshareholdermeeting.com/HXL2020

RECORD DATE:	You will be eligible to vote your shares of common stock at the Annual Meeting if you were a stockholder of record at the close of business on April 15, 2020. As of that date, 83,490,766 shares of common stock were issued and outstanding. The holders of 41,745,384 shares will constitute a quorum at the Annual Meeting.

Proposal No.	Proposal	Board Recommendation	See Page
1	Elect eight directors	FOR all nominees	1
2	Approve, on an advisory, non-binding basis, 2019 executive compensation	FOR	55
3	Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2020	FOR	59

	Required Vote	Effect of Abstentions and Broker Non-Votes
Proposal 1 — Elect eight directors	Number of votes cast “for” the nominee must exceed the number of votes cast “against” that nominee.	Abstentions and broker non-votes will have no effect on the voting for this matter.
Proposal 2 — Approve, on an advisory, non-binding basis, 2019 executive compensation	Affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” Broker non-votes will have no effect on the voting for this matter.
Proposal 3 — Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2020	Affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote.	Abstentions will have the effect of a vote “against.” There should be no broker non-votes since brokers are permitted to vote on this proposal, even if they have not received voting instructions from the beneficial owners.

							Fees Earned or		Stock
							Paid in Cash		Awards		Total
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)		($)⁽¹⁾		($)⁽²⁾⁽³⁾		($)
Joel S. Beckman		73,000		104,999		177,999		87,904		104,967		192,871
Lynn Brubaker		78,000		104,999		182,999		93,000		104,967		197,967
Jeffrey C. Campbell		80,500		104,999		185,499		125,500		104,967		230,467
Cynthia M. Egnotovich		68,000		104,999		172,999		83,000		104,967		187,967
W. Kim Foster		95,500		104,999		200,499
Thomas A. Gendron		75,421		104,999		180,420		93,000		104,967		197,967
Jeffrey A. Graves		68,000		104,999		172,999		85,404		104,967		190,371
Guy C. Hachey		65,500		104,999		170,499		80,500		104,967		185,467
David C. Hill		73,000		104,999		177,999
David. L. Pugh		71,360		104,999		176,359
David L. Pugh⁽⁴⁾								30,511		—		30,511
Catherine A. Suever								83,000		104,967		187,967


☐	o	Preliminary Proxy Statement

☐o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	x	Definitive Proxy Statement

☐	o	Definitive Additional Materials

☐	o	Soliciting Material under §240.14a-12


2.	To ~~conduct~~vote on a proposal to approve, on an advisory, ~~vote to approve~~non-binding basis, the company’s ~~2016~~2019 executive compensation;


3.	To ~~conduct an advisory~~ vote on ~~the frequency of conducting an advisory vote regarding executive compensation;~~

	5.
4.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.


		~~By order of the board of directors~~

		By order of the Board of Directors Gail E. Lehman Executive Vice President, General Counsel and Secretary ~~Gail E. Lehman~~ ~~Executive Vice President, General Counsel and Secretary~~

2020 PROXY STATEMENT SUMMARY	i
	2
~~Matters of Business, Votes Needed and Recommendations of the Board of Directors~~QUESTIONS AND ANSWERS	iii
	2
~~How to Vote Your Shares~~		3
~~Inspectors of Election~~		4
PROPOSAL 1—ELECTION OF DIRECTORS		4	1
Majority Voting Standard for Election of Directors		4	1
Information Regarding the Directors		5	2
Independence of Directors		10	7
Meetings and Standing Committees of the Board of Directors	7
General	7
Audit Committee	8
Nominating and Corporate Governance Committee	9
Compensation Committee	10
Board Leadership Structure		14	10
Board Evaluation Process	11
Risk Oversight		15	11
Stockholder Rights Plan	12
Succession Planning		15	12
Stockholder Engagement	12
Contacting the Board		15	12
Code of Business Conduct	13
Director Compensation in 2019	13
15
~~Director Compensation in 2016~~EXECUTIVE OFFICERS	15
	16
~~EXECUTIVE OFFICERS~~		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		20	17
Stock Beneficially Owned by Principal Stockholders		20	17
Stock Beneficially Owned by Directors and Officers	18
	21
COMPENSATION DISCUSSION AND ANALYSIS	19
Executive Summary	19
Executive Compensation Overview	22
2019 Compensation	24
Ongoing and Post-Employment Arrangements	32
Hexcel Corporation 401(k) Retirement Savings Plan	33
Stock Ownership Guidelines	35
Clawback Policy	36
Tax Considerations	37

COMPENSATION COMMITTEE REPORT	38

~~Executive Summary~~EXECUTIVE COMPENSATION			22	39
~~The Process for Setting Compensation~~			27
~~2016 Executive Compensation Decisions~~			31
~~Benefits and Retirement Plans~~			36
~~Perquisites~~			38
~~Severance and Change in Control Arrangements~~			38
~~Stock Ownership Guidelines~~			39
~~Potential Impact on Compensation from Executive Misconduct~~			40
~~The Impact of Tax Regulations on our Executive Compensation~~			41
~~Compensation Committee Interlocks and Insider Participation~~			41
~~COMPENSATION COMMITTEE REPORT~~			42
~~EXECUTIVE COMPENSATION~~			43
Summary Compensation Table			43	39
Grants of Plan-Based Awards in ~~2016~~2019			45	41
~~Compensation Arrangement with Mr. Stanage~~			46
~~Description of Plan-Based Awards~~			47
Outstanding Equity Awards at ~~2016~~2019 FiscalYear-End			47	42
Option Exercises and Stock Vested in ~~2016~~2019			48	43
Pension Benefits in ~~Fiscal Year 2016~~2019			49	44
~~Nonqualified~~Non-Qualified Deferred Compensation in ~~Fiscal Year 2016~~2019			52	47
Potential Payments upon Termination or Change in Control			52	47
Potential Payments and Benefits ~~Payable~~ Upon Termination of Employment on December 31, ~~2016~~2019	53
	58
PROPOSAL 2—ADVISORY APPROVAL OF THE COMPANY’S ~~2016~~2019 EXECUTIVE COMPENSATION	55
	60
~~PROPOSAL 3—FREQUENCY OFSAY-ON-PAY~~CEO PAY RATIO ~~VOTE~~	56
	61
EQUITY COMPENSATION PLAN INFORMATION	57
	62
AUDIT COMMITTEE REPORT	58
		63


PROPOSAL 4—3—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59
	64
~~General~~		64
~~Fees~~		64
~~Audit CommitteePre-Approval~~ ~~Policies and Procedures~~		65
~~Vote Required~~		65
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	60
	65
~~Review and Approval of Related Person Transactions~~DELINQUENT SECTION 16(a) REPORTS	61
	65
~~Related Person Transactions~~OTHER MATTERS	62
	66
~~Indemnification Agreements~~STOCKHOLDER PROPOSALS	63
	66
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		66
~~OTHER MATTERS~~		66
~~STOCKHOLDER PROPOSALS~~		67
~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 4, 2017~~		67
ANNUAL REPORT		68	64

			Nominating and
Name	Audit	Compensation	Corporate Governance
Joel S. Beckman			■
Lynn Brubaker	■		Chair
Jeffrey C. Campbell	Chair		■
Cynthia M. Egnotovich	■	■
Jeffrey A. Graves		■
Guy C. Hachey		Chair
Catherine A. Suever	■

■	The name and record address of the stockholder and evidence of the stockholder’s ownership of Hexcel stock; and

■	The name, age, business address and residence address of the candidate, a listing of the candidate’s qualifications to be a director, and the candidate’s consent to be named as a director if selected by the committee and nominated by the board.


~~THE MEETING~~		1
~~Revoking a Proxy~~	TABLE OF CONTENTS

■	Each of the other directors on the board is independent;

■	The board has named a lead director, whose responsibilities are described below;

■	Mr. Stanage’s performance and compensation is reviewed, and his compensation is recommended, by the compensation committee, subject to approval by the independent directors as a group;

■	The independent directors meet regularly in executive sessions without management; and

■	The board regularly reviews performance, management development and succession plans for executive positions.

■	Oversees the flow of information to the board;

■	Determines the annual master agenda for board meetings with input from management and other directors;

■	Collaborates with the CEO to ensure that information and materials that are important to the board’s understanding of agenda items are sufficient in scope;

■	Oversees the board’s performance evaluations of the CEO and provides feedback directly to the CEO;

■	Collaborates with the nominating and corporate governance committee to conduct peer reviews of individual directors as part of the board’s evaluation process;

■	Chairs executive sessions of the board and meets with the CEO to discuss matters of board concern; and

■	Collaborates with the nominating and corporate governance committee in monitoring the composition and structure of the board.

■	$25,000 for the lead director

■	$10,000 for each member of the audit committee

■	$7,500 for each member of the compensation committee

■	$5,000 for each member of the nominating and corporate governance committee and the finance committee

Each of the committee chairs receives the following additional annual compensation:

■	$12,500 for the audit committee chair

■	$7,500 for the compensation committee chair

■	$5,000 for each of the nominating and corporate governance committee and the finance committee chairs

			2019.

~~Number~~⁽²⁾	The grant date fair value of ~~Outstanding~~ ~~RSUs(a)(b)~~ each Annual RSU granted to directors on May 9, 2019 was $70.59, computed in accordance with FASB ASC Topic 718.

~~Joel S. Beckman~~ ⁽³⁾		~~33,908.48(c)~~
~~Lynn Brubaker~~		~~2,393.46~~
~~Jeffrey C. Campbell~~		~~35,411.48~~
~~Cynthia M. Egnotovich~~		~~7,181.09~~
~~W. Kim Foster~~		~~25,515.46~~
~~Thomas A. Gendron~~		~~20,823.48~~
~~Jeffrey A. Graves~~		~~30,147.48~~
~~Guy C. Hachey~~		~~7,384.75~~
~~David C. Hill~~		~~16,369.46~~
~~David L. Pugh~~		~~33,659.48~~

~~(a)~~	As of December 31, 2019, each of our non-employee directors held 1,493.37 Annual RSUs that were not yet eligible for conversion, which excludes Retainer RSUs that a director elected to receive in lieu of the director’s annual cash retainer as disclosed in footnote 1 above, and RSUs for which a director has elected to defer conversion and delivery until termination of his or her service with the board. These RSUs include RSUs provided as dividend equivalents that are accrued with respect to outstanding RSUs when we pay cash or stock dividends to our stockholders and convert into shares of our common stock when the underlying RSUs to which they relate are converted (excluding fractional RSUs, which are cancelled). All RSUs granted prior to the ~~2016 annual meeting~~2019 Annual Meeting of Stockholders have either been converted into common stock or are ~~vested. Vested RSUs remain outstanding if the~~subject to a director ~~has elected~~election to defer ~~their conversion into shares of Hexcel common stock until such time as the director ceases to be a member of the board.~~conversion. Each director (other than Ms. Brubaker ~~Mr. Foster~~ and ~~Dr. Hill)~~Ms. Suever) elected to defer conversion and delivery of common stock underlying the ~~conversion~~RSUs granted in 2019 until termination of his or her ~~RSUs granted in 2016.~~service as a director.

⁽⁴⁾	Mr. Pugh did not stand for re-election at the 2019 Annual Meeting of Stockholders.


Name	Age on March 17, 2017		Executive Officer Since		Position(s) With Hexcel
Nick L. Stanage		58		2009	Chairman of the Board; Chief Executive Officer; President; Director
Wayne C. Pensky		61		2007	Executive Vice President; Chief Financial Officer
Gail E. Lehman*		57		2017	Executive Vice President; General Counsel; Secretary
Ira J. Krakower**		76		1996	Special Counsel to the Chief Executive Officer
Robert G. Hennemuth		61		2006	Executive Vice President, Human Resources
Thierry Merlot		57		2016	President – Aerospace Europe, Middle East, Asia and Asia Pacific
Michael Canario		49		2016	President – Aerospace Americas
Timothy Swords		54		2016	President – Industrial


Name and Address	Number of Shares of Common Stock(1)		Percent of Common Stock(1)
The Vanguard Group(2)		6,748,119		7.4%
100 Vanguard Boulevard
Malvern, PA 19355
Capital International Investors(3)		5,188,450		5.7%
11100 Santa Monica Boulevard
Los Angeles, CA 90025
BlackRock, Inc.(4)		4,931,191		5.4%
55 East 52^nd Street
New York, NY 10055
AllianceBernstein L.P.(5)		4,827,866		5.3%
1345 Avenue of the Americas
New York, NY 10105

Name and Address	Number of Shares of Common Stock⁽¹⁾	Percent of Common Stock⁽¹⁾
The Vanguard Group, Inc.⁽²⁾	7,509,548	9.0%
100 Vanguard Boulevard
Malvern, PA 19355
BlackRock, Inc.⁽³⁾	6,025,732	7.2%
55 East 52nd Street
New York, NY 10055

~~(2)~~	~~Based on information contained in a Statement on Schedule 13G/A filed with~~
⁽²⁾	Of the ~~SEC on February 13, 2017,~~shares listed, The Vanguard Group, ~~is an investment advisor that~~Inc. has sole voting power with respect to ~~53,345~~48,685 shares, shared voting power with ~~respond~~respect to ~~10,770~~12,331 shares, sole dispositive power with respect to ~~6,688,549~~7,459,870 shares and shared dispositive power with respect to ~~59,570~~49,678 shares.

~~(3)~~	~~Based on~~ Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 37,347 shares of the company’s common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 23,669 shares of the company’s common stock as a result of its serving as investment manager of Australian investment offerings. The Vanguard Group’s business address is 100 Vanguard Boulevard., Malvern, PA 19355. The number of shares listed in the table and the information ~~contained~~ in ~~a Statement on~~this footnote are derived from an Amendment to Schedule ~~13G/A~~13G filed by The Vanguard Group with the SEC on February ~~13, 2017, Capital International Investors~~12, 2020.

⁽³⁾	BlackRock, Inc. is ~~an investment advisor~~the parent of several subsidiaries that hold the shares listed in the table, none of which individually holds more 5% of the company’s common stock. Of the shares listed, BlackRock has sole voting power with respect to ~~4,605,515~~5,642,497 shares and sole dispositive power with respect to ~~5,188,450~~6,025,732 shares.


Name	Number of Shares of Common Stock(1)		Percent of Common Stock(2)(3)
Nick L. Stanage		502,938		*
Joel S. Beckman(4)		33,883		*
Lynn Brubaker(5)		14,011		*
Jeffrey C. Campbell		43,189		*
Cynthia M. Egnotovich		7,156		*
W. Kim Foster		30,185		*
Thomas A. Gendron		42,798		*
Jeffrey A. Graves		30,122		*
Guy C. Hachey		7,560		*
David Hill(6)		19,834		*
David L. Pugh		65,634		*
Wayne C. Pensky		361,878		*
Ira J. Krakower		491,020		*
Robert G. Hennemuth		120,960		*
Thierry Merlot		130,738		*
All executive officers and directors as a group (18 persons)		1,983,576		2.1	%

Name	Number of Shares of Common Stock⁽¹⁾⁽²⁾		Percent of Common Stock⁽³⁾⁽⁴⁾
Nick L. Stanage		643,924		*
Joel S. Beckman		40,345		*
Lynn Brubaker⁽⁵⁾		12,299		*
Jeffrey C. Campbell		48,654		*
Cynthia M. Egnotovich		12,622		*
Thomas A. Gendron⁽⁶⁾		48,219		*
Jeffrey A. Graves		40,744		*
Guy C. Hachey		12,831		*
Catherine A. Suever		3,191		*
Patrick J. Winterlich		33,973		*
Robert G. Hennemuth		112,963		*
Gail E. Lehman		15,477		*
Thierry Merlot		80,567		*
All executive officers and directors as a group (15 persons)		1,135,837		1.3	%

⁽¹⁾	~~Includes~~Beneficial ownership is determined in accordance with SEC regulations. Therefore, the table lists all shares as to which the person listed has or shares the power to vote or to direct disposition, including (a) shares underlying ~~stock-based awards~~RSUs that ~~either~~ were vested, asbut the delivery of ~~February 28, 2017, or~~such shares has been deferred at the election of the holder, (b) shares underlying RSUs that will vest within 60 days ~~of this date. These shares~~following March 27, 2020 and (c) NQOs exercisable on March 27, 2020 or within 60 days thereafter. Shares underlying these RSUs and NQOs are considered outstanding and beneficially owned for the purpose of computing the holder’s percentage of beneficial ownership, but not considered outstanding for the purpose of computing the percentage of beneficial ownership of any other person. The aggregate number of shares underlying such RSUs and NQOs were as follows: Mr. Stanage ~~316,360;~~360,639; Mr. Beckman ~~33,883;~~40,345; Ms. Brubaker ~~2,358;~~1,496; Mr. Campbell ~~35,386;~~40,851; Ms. Egnotovich ~~7,156; Mr. Foster 25,480;~~12,622; Mr. Gendron ~~20,798;~~26,219; Dr. Graves ~~30,122;~~37,744; Mr. Hachey ~~7,560; Dr. Hill 16,334;~~12,831; Ms. Suever 1,580; Mr. ~~Pugh 33,634; Mr. Pensky 268,565; Mr. Krakower 223,432;~~Winterlich 23,121; Mr. Hennemuth ~~61,223;~~59,367; Ms. Lehman 9,368; Mr. Merlot ~~109,782;~~46,699; and all executive officers and directors as a group ~~1,265,875.~~ 695,183.

⁽²⁾	None of our directors or ~~named~~ executive officers has pledged any of our common ~~stock as security.~~stock.

~~(2)~~
⁽³⁾	Based on ~~91,498,818~~83,457,753 shares of common stock ~~issued and~~ outstanding as of February 28, 2017. As required by SEC rules, for each individual person listed in the chart the percentage is calculated assuming that the shares listed in footnote (1) above for such person are outstanding, but that none of the other shares referred to in footnote (1) above are outstanding.March 27, 2020.

~~(3)~~
⁽⁴⁾	An asterisk represents beneficial ownership of less than 1%.

~~(4)~~
⁽⁵⁾	Includes ~~1,590 shares underlying stock-based awards granted to Mr. Beckman that are held for the benefit of Greenbriar Equity Group LLC. Mr. Beckman disclaims beneficial ownership of these shares.~~

~~(6)~~	~~Includes 3,500 shares held by The David Hill Trust. Mr. Hill has~~shared investment and voting control over such shares with her spouse.

⁽⁶⁾	Amount includes 22,000 shares transferred to TEAGII LLP. Mr. Gendron has shared investment and voting control over such shares with his spouse.

■	Nick L. Stanage, our Chairman, Chief Executive Officer and President

■	Patrick J. Winterlich, our Executive Vice President and Chief Financial Officer

■	Robert G. Hennemuth, our Executive Vice President, Human Resources and Communications

■	Gail E. Lehman, our Executive Vice President, General Counsel and Secretary

■	Thierry Merlot, our President – Aerospace, Europe, Middle East, Africa and Asia Pacific

¹■	Sales were $2.356 billion in 2019, an increase of 8% compared to 2018.

■	Diluted net income per common share was $3.57 in 2019, compared to $3.11 in 2018.

■	Adjusted ~~EPS~~diluted earnings per share was $3.54 for 2019, as compared to $3.05 in 2018. Adjusted diluted earnings per share is ~~not~~ a non-GAAP financial ~~measure under generally accepted accounting principles (“GAAP”) in the United States. For~~measure. See Annex A to this proxy statement for a reconciliation of adjusted ~~EPS~~diluted earnings per share to ~~the nearest~~ GAAP diluted earnings per share.

■	Net cash provided by operating activities was $491.1 million in 2019, compared to $421.4 million in 2018. Free cash flow, a non-GAAP financial measure, ~~see Annex A.~~was $287.0 million in 2019, compared to $237.3 million in 2018. Free cash flow equals our net cash provided by operating activities minus capital expenditures, which were $204.1 million in 2019 and $184.1 million in 2018.

■	For our named executive officers who continued to serve in the same capacities as in 2018, except Mr. Winterlich and Mr. Merlot, salaries were increased in the range of 3.0% to 3.5%.

■	Mr. Winterlich received a salary adjustment of 17.5% to adjust his compensation to reflect his September 2017 promotion to his current role and further the company’s goal to bring his compensation in line with market median over time. Mr. Merlot received a 7.5% increase in recognition of his strong performance and relative position compared to the survey data considered by the compensation committee (as described below).