David H. Li
HEXCEL CORP /DE/About David H. Li
David H. Li, age 52, joined Hexcel’s Board in 2025 and is slated to serve on the Compensation Committee effective May 8, 2025. He is Chief Executive Officer and President of Ingevity Corporation effective April 7, 2025, and previously served as CEO/President and director of CMC Materials (formerly Cabot Microelectronics). He is an adjunct professor at Northwestern’s Kellogg School of Management and brings deep specialty materials, supply chain, and M&A experience, including Asia market expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMC Materials, Inc. | Chief Executive Officer, President, Director | Jan 2015 – Jul 2022 | Led strategic transformations and acquisitions; drove financial performance and growth . |
| CMC Materials, Inc. | VP Asia Pacific; roles in engineering, sourcing, IR, corp dev | 1997 – 2015 | Built operational and supply chain depth; investor relations and corporate development experience . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ingevity Corporation | Chief Executive Officer & President; expected director post-2025 AGM | Effective Apr 7, 2025 | N/A (director committee roles not yet disclosed) . |
| Maxeon Solar Technologies | Director | Since Sep 2023 | Audit; Compensation; Strategy & Transformation . |
| Northwestern Kellogg School of Management | Adjunct Professor | N/A | Academic role (no committees) . |
Board Governance
- Independence: Hexcel’s Board determined all current directors other than the CEO (Gentile) and former CEO (Stanage) are independent; all members of the Compensation Committee are independent under NYSE rules, which will include Li once seated .
- Committee assignment: Compensation Committee member effective May 8, 2025 (not Chair) .
- Meeting cadence and attendance expectations: The Board held 10 meetings and its committees held an aggregate 18 meetings in 2024; all incumbent directors met the 75% attendance expectation. Directors are expected to regularly attend board/committee meetings and the annual meeting .
- Lead Independent Director: Jeffrey C. Campbell serves with robust authorities (agenda setting, executive sessions, CEO performance oversight, investor communication) supporting board effectiveness under a combined Chair/CEO structure .
- Executive sessions: Non-management directors meet regularly in executive session (no fewer than two times per year), chaired by the Lead Director .
- Overboarding policy: Public-company CEOs may serve on no more than three public boards total. Li’s combination (Ingevity CEO, Hexcel director, Maxeon director) sits at the policy limit and warrants monitoring for time-commitment risk, though compliant with Hexcel guidelines .
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual cash retainer | $88,000 | Standard for non-employee directors . |
| Lead director add-on | $30,000 | Applies to Lead Director (Campbell), not Li . |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating/Gov/Sust: $7,500 | Li’s assignment: Compensation Committee → $7,500 . |
| Committee chair fees | Audit Chair: $12,500; Compensation Chair: $7,500; Nominating/Gov/Sust Chair: $7,500 | Li is not a chair . |
| Retainer RSUs (optional) | Elect in lieu of cash; fully vested at grant; convert to shares at 1-year | Alignment alternative; optional election by director . |
| Annual RSUs | $140,000 grant-date value (2024 cycle) | Vest at 1-year or pre-next AGM; delivery can be deferred until board service ends . |
Director-specific amounts for Li in 2025 are not disclosed; table reflects program structure.
Performance Compensation
Directors do not receive PSUs or performance-based equity as part of the standard director program; director equity is time-based RSUs (and optional Retainer RSUs) .
Context for Li’s Compensation Committee oversight (company executive pay metrics):
| Metric | 2024 Target | 2024 Actual | Payout vs Target |
|---|---|---|---|
| Free Cash Flow (50% weight) | $288.5M | $332.9M | 176.9% . |
| Adjusted EBIT (50% weight) | $260.3M | $237.7M | 78.3% . |
| Weighted average | — | — | 127.6% . |
PSA framework for executives Li will oversee:
- PSA weights: ROIC % (50%); Relative EPS Growth vs S&P MidCap 400 (50%) over 2024–2026 .
- Relative EPS Growth payout schedule: 40th percentile=50%; 55th=100%; 75th=200% .
- ROIC targets and detailed levels are confidential during the performance period; payouts disclosed post-cycle .
Other Directorships & Interlocks
| Company | Relationship to HXL | Potential Interlock / Conflict |
|---|---|---|
| Ingevity (CEO; expected director) | Specialty chemicals; no disclosed HXL relationship | None disclosed in Hexcel’s related-party or independence review . |
| Maxeon Solar (director) | Solar modules; no disclosed HXL relationship | None disclosed; board independence affirmed for all directors except CEO/Former CEO . |
Expertise & Qualifications
- Specialty materials operator with global supply chain, strategy, M&A, and Asia market depth; prior CEO credentials through cyclical and transformation periods .
- Public company governance experience; multi-committee service at Maxeon (audit, compensation, strategy) .
- Academic engagement (Kellogg adjunct), suggesting thought leadership and engagement with executive education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David H. Li | 1,085 | ~0.00135% (1,085 / 80,389,391) | Beneficial figure includes any vested/deferred RSUs and Retainer RSUs if elected; no pledging by directors . |
- Stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer; until met, directors must retain 100% of net shares from awards. Hexcel prohibits pledging and hedging by directors .
Governance Assessment
Key positives
- Independence and committee structure: Li will serve on an all-independent Compensation Committee with established best practices and an independent consultant (Semler Brossy; no conflicts), supporting rigor in pay oversight .
- Strong pay-for-performance framework: Clear annual and long-term metrics (FCF, Adjusted EBIT; ROIC; Relative EPS Growth), with capped payouts and clawbacks (mandatory and discretionary), enhancing alignment and recoverability .
- Ownership alignment: Director program emphasizes equity RSUs; robust ownership guidelines and explicit prohibitions on pledging/hedging .
- Shareholder support: 2024 Say-on-Pay approval ~94%, signaling investor confidence in compensation oversight .
Watchpoints / RED FLAGS
- Overboarding risk: As a public-company CEO, Li’s total board roles (Ingevity, Hexcel, Maxeon) reach Hexcel’s CEO-board limit of three. While compliant, this is a time-commitment ceiling; monitor attendance/engagement and committee workload .
- Single-trigger vesting (executives): Hexcel equity awards vest on change-in-control without a termination requirement; while intended for retention/alignment, some investors view single-trigger as shareholder-unfriendly. Li’s Compensation Committee role will intersect with equity design philosophy .
- Related party exposure: None disclosed for Li; Hexcel’s related-person policy is robust with audit committee oversight. Continue monitoring any Ingevity/Maxeon transactions with Hexcel that could affect independence .
Additional signals
- Board leadership and evaluation: Lead Director with strong authorities; routine executive sessions; annual board/committee evaluations and biennial peer reviews—all supportive of board effectiveness .
- Stockholder engagement: Active IR-led outreach, with board visibility to feedback on compensation and governance, strengthens responsiveness .
Overall implication: Li adds specialty materials operating expertise and governance experience to Hexcel’s Compensation Committee. His role at the CEO limit for board service necessitates ongoing monitoring of participation and potential conflicts, but current disclosures affirm independence and no related-party transactions, with strong governance scaffolding around pay design and clawbacks .