Gail E. Lehman
Executive Vice President, Chief Legal and Sustainability Officer, and Secretary at 
HEXCEL CORP /DE/
HEXCEL CORP /DE/Executive
About Gail E. Lehman
Gail E. Lehman, age 65, is Executive Vice President, Chief Legal and Sustainability Officer, and Corporate Secretary at Hexcel; she has been an executive officer since 2017 and transitioned from EVP, General Counsel & Secretary to her current role effective January 1, 2025 . Her career includes senior legal and administrative leadership at Noranda Aluminum (Chief Administrative Officer, General Counsel & Corporate Secretary), Hawker Beechcraft, Covalence Specialty Materials, and Honeywell’s Law Department, with Noranda having filed for bankruptcy protection on February 8, 2016 prior to her joining Hexcel . Company performance in 2024 featured sales of $1,903M (+6.4% y/y), adjusted diluted EPS of $2.03 (+12% y/y), adjusted EBIT of $237.7M, net cash from operations of $289.9M, and free cash flow of $202.9M . Over 2019–2024, the company’s TSR for a fixed $100 investment was $87.77 per pay-versus-performance disclosure (contextual board-level metric) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hexcel | EVP, General Counsel & Secretary | 2017–2024 | Led legal, governance, and corporate secretary functions through growth and CEO transition; joined leadership team in 2017 . |
| Hexcel | EVP, Chief Legal & Sustainability Officer & Secretary | 2025–present | Expanded remit to sustainability oversight and board-level disclosures . |
| Noranda Aluminum Holding Corp. | CAO, General Counsel & Corporate Secretary; VP HR, General Counsel & Corporate Secretary; VP, General Counsel & Secretary | 2010–2016 | Enterprise legal leadership; note Noranda filed Chapter 11 in 2016 (pre-Hexcel) . |
| Hawker Beechcraft Corp. | VP, General Counsel & Corporate Secretary | 2007–2009 | Aerospace legal leadership . |
| Covalence Specialty Materials Corp. | VP, General Counsel & Corporate Secretary | 2006–2007 | Industrial materials legal leadership . |
| Honeywell International Inc. | Assistant General Counsel, Treasury & Finance; Assistant Secretary; other roles | 1993–2006 | Corporate finance legal and governance expertise at diversified industrial . |
External Roles
No public company directorships or external board roles disclosed for Ms. Lehman in the proxy .
Fixed Compensation
Multi-year realized and reported pay:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $482,843 | $499,743 | $517,234 |
| Bonus | — | — | — |
| Stock Awards (RSUs/PSAs grant-date fair value) | $467,704 | $599,574 | $620,627 |
| Option Awards (grant-date fair value) | $280,597 | $199,895 | $206,877 |
| Non-Equity Incentive (MICP) | $338,087 | $467,759 | $461,993 |
| All Other Compensation | $60,232 | $81,578 | $87,151 |
| Total | $1,629,463 | $1,848,549 | $1,893,882 |
All Other Compensation detail (2024):
- Company 401(k) contributions $23,375; NDCP company contributions $53,387; premiums for life/LTD/AD&D insurance $10,389 .
Deferred compensation participation (2024):
- Executive NDCP contributions $55,509; company NDCP contributions $53,387; aggregate NDCP balance year-end $487,759 .
Ownership guidelines:
- Executive Vice Presidents: 3x base salary; as of December 31, 2024 all named executive officers met or were complying with retention ratios under the policy .
Performance Compensation
Annual cash incentives (MICP – company-wide financial metrics):
| Metric | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Free Cash Flow | 50% | $230.8M | $288.5M | $346.2M | $332.9M | 176.9% |
| Adjusted EBIT | 50% | $208.2M | $260.3M | $312.4M | $237.7M | 78.3% |
| Weighted Average Achievement | — | — | — | — | — | 127.6% |
2024 individual target opportunity and payout (Lehman):
| Measure | Target Award | Actual Award |
|---|---|---|
| 2024 MICP (70% of salary; target % increased from 65%→70% y/y) | $362,063 | $461,993 |
Long-term equity incentives (annual grant cycle and design):
- 2024 PSAs: ROIC% (50%) and Relative EPS Growth vs S&P MidCap 400 (50%), 3-year performance period (2024–2026), payout 50%–200% of target; dividend equivalents paid if and when PSAs vest for U.S. participants .
- 2024 NQOs: time-based vesting 1/3 on each of the first three anniversaries; exercise price equals grant-date close; strike $66.77 for annual cycle grants (Lehman) .
- 2024 RSUs: time-based vesting 1/3 on each of the first three anniversaries (U.S. execs) .
2024 grants (Lehman):
| Award | Grant Date | Quantity | Terms | Grant-Date Basis |
|---|---|---|---|---|
| PSAs (target) | 01/29/2024 | 6,197 | ROIC% and Relative EPS Growth; 3-year; 50–200% payout | Close price on grant date (ASC 718) |
| RSUs | 01/29/2024 | 3,098 | 1/3 vest at 12/24/36 months; dividend equivalents for U.S. | Close price on grant date (ASC 718) |
| NQOs | 01/29/2024 | 8,524 | 1/3 vest annually; 10-year term | Strike $66.77 |
Performance realization of prior PSAs (2012–2024 cycle awarded in 2022; paid Jan 2025):
| PSA Component | Weight | Outcome | Lehman Shares Issued | Cash Dividends Paid |
|---|---|---|---|---|
| ROIC% | 25% | 70.7% payout (ROIC 9.3%) | — | — |
| Relative EPS Growth vs S&P MidCap 400 | 25% | 200% payout (≥75th percentile) | — | — |
| Incremental Adjusted EBIT Leverage (2022/2023/2024) | 50% | 14.3% weighted average payout (0% in 2023 & 2024) | — | — |
| Weighted Average PSA Payout | — | 82.0% | 4,410 shares (target 5,379) | $6,616 |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
- Shares beneficially owned: 93,021; includes 76,128 underlying vested/deferred RSUs/NQOs counted for beneficial ownership; none pledged .
- Shares outstanding: 80,389,391 as of March 13, 2025 .
- Ownership as % of outstanding: ~0.12% (93,021 / 80,389,391) .
Outstanding awards as of Dec 31, 2024 (Lehman):
| Category | Count | Notable Terms |
|---|---|---|
| Options exercisable | 8,829 (2018); 10,441 (2019); 10,855 (2020); 25,078 (2021) | Mix of strikes: $68.15 (2018), $65.56 (2019), $74.74 (2020), $44.90 (2021); 10-year expirations . |
| Options unexercisable | 4,370 (2022); 4,970 (2023); 8,524 (2024) | Time-based vesting; strikes $52.17 (2022), $68.79 (2023), $66.77 (2024) . |
| RSUs unvested | 1,195 (2022); 1,936 (2023); 3,098 (2024) | U.S. vesting 1/3 annually; dividends accrue and pay on vest . |
| PSAs unearned (target) | 5,811 (2023); 6,197 (2024) | 3-year performance; payout 0–200% . |
Alignment policies and pressure indicators:
- Prohibitions: hedging/short sales/pledging; pre-clearance required for insiders .
- Stock ownership guidelines: EVP at 3× salary; all named executives in compliance/retention ratio as of 12/31/2024 .
- In-the-money options vs $62.70 close (12/31/2024): 2021 ($44.90) and 2022 ($52.17) grants are ITM; 2018/2019/2023/2024 strikes above close are OTM; one 2020 grant at $74.74 OTM .
Employment Terms
Severance and change-in-control economics (Lehman):
| Provision | Non-CIC Termination (involuntary or good reason) | CIC/Potential CIC Termination |
|---|---|---|
| Cash severance | 1.0× (base salary + 3-year average MICP) | 2.0× (base salary + 3-year average MICP) |
| Benefits continuation | 12 months | 24 months |
| Pro-rata MICP for year of termination | Yes (if payable under plan) | Yes (if payable under plan) |
| Non-compete | 12 months post-term (24 months if CIC) | 24 months |
| Agreement term | Auto-renews annually unless notice; Gentile’s agreement is at-will without term (context) . | Same renewal construct |
Equity award treatment:
- Single-trigger equity vesting upon change-in-control: all RSUs convert; options vest; PSAs pay at target immediately; further option exercise windows apply if terminated within 2 years post-CIC .
- Retirement/disability/death treatments specified: RSUs continue vesting on schedule for eligible retirement/disability; options vest/extend; PSAs pro-rata (non-cause term) .
Clawbacks and risk controls:
- Mandatory clawback (restatement-related; last 3 years) and discretionary clawback for misconduct/material errors/failure to manage risk; equity awards include additional clawback tied to non-compete/confidentiality .
Investment Implications
- Pay-for-performance alignment: Lehman’s 2024 variable compensation reflected a 127.6% weighted payout driven by strong free cash flow but below-target adjusted EBIT, consistent with the MICP design emphasizing FCF and EBIT; her target MICP was increased to 70% of salary in 2024, raising performance sensitivity .
- Retention risk and selling pressure: Large balances of unvested RSUs/PSAs and unexercisable options (notably 2023–2024 grants) indicate retention hooks; however, single-trigger equity vesting at change-in-control could accelerate supply (vest-and-sell) in M&A scenarios .
- Alignment strength: No pledging or hedging permitted and compliance with 3x salary ownership guideline reduces misalignment risk; beneficial ownership of 93,021 shares supports skin-in-the-game though absolute % of float is small (~0.12%) .
- Governance quality signals: High say-on-pay support (~94%) and independent compensation consultant (Semler Brossy) with no conflicts suggest stable shareholder alignment in pay design; no excise tax gross-ups and no option repricing without shareholder approval further de-risk pay practices .
Compensation Structure Details (reference)
- Annual LTI mix (non-CEO): PSAs (50%), RSUs (25%), NQOs (25%); CEO receives PSAs and NQOs only (no RSUs); PSAs target ROIC and relative EPS growth .
- Equity grant timing policy: Annual grants on 3rd full trading day post year-end earnings; off-cycle timing governed by policy; options priced at close; RSUs/PSAs valued at close, ASC 718 .
Compensation Peer Group and Say-on-Pay
- Peer group used for 2024 decisions: AAR Corp., Albemarle, AMETEK, Barnes Group, Cabot, Crane, Curtiss-Wright, H.B. Fuller, ITT, Moog, Spirit AeroSystems, Teledyne, Triumph Group, Woodward .
- 2024 Say-on-Pay approval: ~94% of votes cast supported NEO compensation; no program changes deemed necessary .
Compensation Committee & Consultants
- Compensation Committee members: Chair Guy C. Hachey; members James J. Cannon, Thomas A. Gendron (until May 8, 2025), Catherine A. Suever; independence affirmed .
- Consultant: Semler Brossy engaged; independence assessed—no conflicts; supports market benchmarking and incentive design .
Risk Indicators & Red Flags
- Single-trigger equity vesting at CIC (equity immediate vesting/payout) increases potential accelerated liquidity events; severance cash multiples use double-trigger, mitigating some risks .
- Prohibitions and policies: no hedging/pledging/short sales; no option repricing without shareholder approval; no excise tax gross-ups under severance policy; robust clawbacks .
Equity Ownership Summary (as of 3/13/2025)
| Item | Value |
|---|---|
| Beneficially owned shares | 93,021 |
| Ownership % of outstanding | ~0.12% (93,021 / 80,389,391) |
| None pledged | Yes |
| RSUs unvested (by grant year) | 1,195 (2022); 1,936 (2023); 3,098 (2024) |
| PSAs target outstanding | 5,811 (2023); 6,197 (2024) |
| Options exercisable (select grants) | 8,829 (2018); 10,441 (2019); 10,855 (2020); 25,078 (2021) |
| Options unexercisable (select grants) | 4,370 (2022); 4,970 (2023); 8,524 (2024) |
Employment Terms Summary
| Feature | Detail |
|---|---|
| Agreement renewal | Auto-renew annually unless company notice (Lehman) |
| Non-compete | 12 months post-term; 24 months if CIC |
| Severance cash | 1.0× salary+3-year avg MICP (non-CIC); 2.0× under CIC/potential CIC |
| Benefits continuation | 12 months (non-CIC); 24 months (CIC) |
| Equity at CIC | Single-trigger vest/convert; PSAs pay at target; options vest; extended exercise post-CIC termination |
| Clawbacks | Mandatory (restatement) and discretionary (misconduct/material errors/risk failures); equity clawback for covenant breaches |
Investment Implications
- Elevated at-risk pay and tightened ownership requirements support alignment; 2024 payout skewed towards FCF outperformance with EBIT under target suggests balanced discipline in incentive outcomes .
- Retention appears strong given material unvested RSUs/PSAs and unexercisable options; monitor for single-trigger equity acceleration risk in strategic transactions .
- Governance and shareholder posture favorable (94% Say-on-Pay; no repricing; clawbacks; consultant independence), reducing policy-related risk to valuation and event-driven dislocations .