Cynthia M. Egnotovich
HEXCEL CORP /DE/About Cynthia M. Egnotovich
Retired aerospace executive (United Technologies/Goodrich) and independent director of Hexcel since 2015; age 67. She chairs Hexcel’s Nominating, Governance & Sustainability (NG&S) Committee and serves on the Audit Committee, bringing extensive aerospace leadership, manufacturing and governance expertise. The board affirmatively determined she is independent; it reviewed her outside board role at a company that had been a Hexcel customer in 2021 and concluded the relationship did not impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation | President, Aerospace Systems Customer Service | Jul 2012–Nov 2013 | Senior leadership in aerospace systems; oversight of performance and service operations |
| Goodrich Corporation | Segment President, Nacelles & Interior Systems; Engine Systems; Electronic Systems; Engine & Safety Systems | 1986–2012 | Global manufacturing leadership; assessed company performance and accountants; public company governance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Triumph Group, Inc. | Director | Since Sep 2022 | Audit; Nominating, Governance & Sustainability |
| The Manitowoc Company | Director (former) | 2008–2016 | Not disclosed |
| Welbilt, Inc. | Director (former) | 2016–2022 | Not disclosed |
Board Governance
- Committee assignments: Chair, NG&S; Member, Audit .
- 2024 meetings: Board met 10 times; board and committees also held special sessions for CEO transition; each incumbent director attended at least 75% of board and applicable committee meetings and virtually attended the annual meeting .
- Special CEO succession committee: Served with Campbell, Hachey, and Stanage; 12 meetings held in 2024 .
- Independence: Board determined she is independent under NYSE rules; reviewed her outside board at a company that was a Hexcel customer in 2021 and concluded no impairment of independence .
- NG&S oversight: Committee (chaired by Egnotovich) oversees board/committee evaluations at least annually and biannual peer reviews; monitors governance and sustainability strategy; held 2 meetings and 2 actions by written consent in 2024 .
Fixed Compensation
| Component | Program Terms | 2024 Amount |
|---|---|---|
| Annual cash retainer | $88,000 | $88,000 |
| Audit Committee member fee | $10,000 | $10,000 |
| NG&S Committee member fee | $7,500 | $7,500 |
| NG&S Committee chair fee | $7,500 | $7,500 |
| Special succession committee fees | $1,000 per meeting; 12 meetings | $12,000 |
| Total cash fees | — | $125,000 |
Performance Compensation
| Award Type | Grant Details | Vesting | 2024 Value / Shares |
|---|---|---|---|
| Annual RSUs (director equity) | Granted May 2, 2024; grant-date fair value per RSU $67.87 | Vest on earlier of first anniversary or immediately prior to next annual meeting; conversion can be deferred until end of board service | $139,989; 2,062 RSUs outstanding at 12/31/2024; Egnotovich elected to defer conversion |
| Retainer RSUs (optional in lieu of cash) | Fully vested at grant, convert at first anniversary | Only if director elects in lieu of cash retainer | Program feature (no election disclosed for Egnotovich); terms as stated |
Director equity is time-based (no performance-conditioned director awards); dividend equivalents accrue on RSUs and are paid upon conversion, subject to director deferral elections .
Other Directorships & Interlocks
- Current: Triumph Group (aerospace), audit and NG&S committees .
- Independence review noted Egnotovich is a non‑employee director of a company that was a Hexcel customer in 2021; after assessing materiality, the board concluded independence was not impaired .
Expertise & Qualifications
- Extensive senior leadership in aerospace; segment presidencies across engine, electronic, nacelle, and safety systems at Goodrich/UTC .
- Experience overseeing and assessing company performance and accountants; global manufacturing and public company governance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Cynthia M. Egnotovich | 28,336 | * | Includes 24,336 underlying vested/deferred RSUs counted as beneficial; none of her shares are pledged |
| Shares outstanding (record date) | 80,389,391 | — | For % calculation context |
Director stock ownership guidelines require directors to hold stock valued at 5x annual cash retainer; until met, directors must retain 100% of net shares. As of Dec 31, 2024, all then-appointed directors met guidelines or were complying with retention requirements; hedging and pledging are prohibited by policy .
Governance Assessment
- Board effectiveness: As NG&S chair, Egnotovich leads core governance processes (director evaluations, peer reviews, sustainability oversight), a positive signal for board discipline and refreshment .
- Engagement: Served on the CEO succession committee (12 meetings) and received special committee fees, indicating active involvement in a critical transition .
- Alignment: Deferral of RSU conversion and compliance with director ownership guidelines support long-term alignment; no pledged shares and prohibitions on hedging/pledging reduce misalignment risk .
- Independence and conflicts: Board explicitly reviewed potential related-party exposure linked to her outside directorship; determined independence intact, mitigating interlock risk. No related-person transactions disclosed for her beyond that review .
- Compensation: Director pay mix is balanced (cash + time-based RSUs), with standard committee chair/member fees; 2024 total of $264,989 aligns with market and role scope .
- RED FLAGS: None observed specific to Egnotovich—no pledging, no hedging, high say‑on‑pay support (94%) indicating broader shareholder confidence in compensation governance. Note: Hexcel equity awards have single‑trigger change‑in‑control vesting, which is shareholder-sensitive but not director-specific; directors are covered by ownership/insider policies .