Catherine A. Suever
HEXCEL CORP /DE/About Catherine A. Suever
Retired EVP–Finance & Administration and CFO of Parker-Hannifin; age 66; Hexcel director since 2018. She currently chairs the Audit Committee (effective Feb 28, 2025) and serves on the Compensation Committee; designated an SEC “audit committee financial expert.” The board has affirmed her independence under NYSE standards. She also serves on Ingredion Incorporated’s board and audit committee since August 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | EVP–Finance & Administration and CFO | Apr 2017–Dec 2020 | Senior leadership in global manufacturing; finance, compliance, risk management; AICPA member |
| Parker-Hannifin Corporation | VP & Corporate Controller | 2010–2017 | Led external reporting, controls, investor relations support |
| Parker-Hannifin Corporation | VP & Controller, Climate & Industrial Controls Group | 2008–2010 | Segment finance leadership |
| Parker-Hannifin Corporation | Assistant Treasurer | 2007–2008 | Corporate treasury responsibilities |
| Parker-Hannifin Corporation | Director, Finance & IR Support | 2006–2007 | Investor relations support |
| Parker-Hannifin Corporation | Manager of External Reporting; Division Controller; Business Unit Manager (Gas Turbine Fuel Systems) | Various | Financial reporting and unit operations leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ingredion Incorporated | Director | Since Aug 2021 | Audit Committee |
Board Governance
- Current committee assignments: Audit (Chair as of Feb 28, 2025), Compensation (member).
- Audit Committee meetings in 2024: 8; Compensation Committee meetings in 2024: 8.
- Attendance: Each incumbent director attended or participated in at least 75% of aggregate board and applicable committee meetings in 2024; all directors attended the last annual meeting virtually.
- Independence: Board determined all committee members and seven of nine nominees are independent; audit and compensation committees meet NYSE heightened independence standards.
- Board practices reinforce oversight and engagement: lead independent director responsibilities; regular executive sessions without management; majority voting; mandatory retirement age 70; overboarding limit (≤4 boards; she serves on two).
Fixed Compensation
Program structure (2024, approved May 2024):
- Annual cash retainer: $88,000; Lead director: +$30,000; Audit committee member: +$10,000; Compensation committee member: +$7,500; Nominating committee member: +$7,500; Audit chair: +$12,500; Compensation chair: +$7,500; Nominating chair: +$7,500.
- Special committee fees: $1,000 per meeting (e.g., 2024 succession committee).
Director compensation totals (chronological order):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 97,895 | 119,977 | 217,872 |
| 2024 | 102,979 | 139,989 | 242,968 |
Additional equity grant details:
- 2024 Annual RSUs grant date value: $140,000; per-unit grant date fair value: $67.87 (granted May 2, 2024).
- As of Dec 31, 2024, each non-employee director held 2,062 Annual RSUs not yet eligible for conversion; Suever did not elect to defer conversion of 2024 RSUs (others did).
Performance Compensation
- Non-employee director compensation does not include performance-based metrics; equity is delivered via RSUs (time-based vesting with dividend equivalents) and optional retainer RSUs in lieu of cash; no options or PSUs for directors disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Interlocks / Conflicts |
|---|---|---|
| Ingredion Incorporated | Director; Audit Committee | No compensation committee interlocks requiring disclosure; Hexcel’s compensation committee reported no interlocks. |
- Related-party transactions: None involving Suever disclosed; Hexcel maintains written review/approval policy for related-person transactions; no family relationships among directors/officers.
Expertise & Qualifications
- SEC “audit committee financial expert”; extensive finance/accounting, compliance, risk management, financing, systems, investor relations; senior leadership in global manufacturing serving aerospace/industrial markets.
- Audit Committee Report confirms oversight of financial statements, risk, compliance, auditor independence and performance, with executive sessions and recommendation to include audited financials in 2024 Form 10-K.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Counted in Beneficial Ownership | Pledged Shares |
|---|---|---|---|---|
| Catherine A. Suever | 20,106 | * (less than 1%) | 2,062 | None pledged |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; until achieved, directors must retain 100% of net shares from incentive plans.
- As of Dec 31, 2024, all then-appointed directors met or were complying with retention ratios under guidelines.
- Hedging and pledging prohibited for directors/officers; Section 16(a) filing compliance achieved in 2024.
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-defined financial expert; active oversight affirmed by the Audit Committee Report; consistent meeting participation; robust ownership alignment and no pledging/hedging; compliant with overboarding limit (two public boards).
- Compensation alignment: Mix of cash retainer plus RSUs with one-year vesting enhances skin-in-the-game without short-term performance gaming; 2024 increases to RSU grant value reflect market benchmarking by independent consultant.
- Conflicts/Red flags: No related-party transactions involving Suever; no compensation committee interlocks; no pledging; no delinquent Section 16 filings.
- Engagement signals: Audit and Compensation committees each met 8 times in 2024; board held 10 meetings (including CEO transition sessions); regular executive sessions reinforce independent oversight.