Gina Fitzsimons
Executive Vice President, Chief Human Resources and Communications Officer at 
HEXCEL CORP /DE/
HEXCEL CORP /DE/Executive
About Gina Fitzsimons
Executive Vice President, Chief Human Resources and Communications Officer at Hexcel since October 2024; previously EVP, Chief Human Resources Officer (June 2022–October 2024), SVP, CHRO (January–May 2022), VP Global Total Rewards & Talent (May 2020–January 2022), and VP Global Total Rewards (June 2019–May 2020). Executive officer since 2022; age 54 . Company performance metrics linked to executive pay include Free Cash Flow ($332.9m in 2024) and Adjusted EBIT ($237.7m in 2024) used in annual incentives, and ROIC and Relative EPS Growth used in long-term PSUs; Hexcel’s GAAP EPS growth exceeded 75% of S&P MidCap 400 peers in the 2022–2024 PSU cycle (200% payout on that component) and weighted average PSU payout was 82% . Pay-versus-performance disclosures show company TSR value of an initial $100 investment at $87.77 in 2024, Net Income $132.1m, and Adjusted EBIT $237.7m for 2024, contextualizing performance during her tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hexcel | EVP, Chief Human Resources & Communications Officer | Oct 2024–present | Executive leadership of HR and communications; compensation design and governance influence |
| Hexcel | EVP, Chief Human Resources Officer | Jun 2022–Oct 2024 | Led HR; advanced pay-for-performance programs |
| Hexcel | SVP, Chief Human Resources Officer | Jan 2022–May 2022 | Human capital leadership |
| Hexcel | VP, Global Total Rewards & Talent | May 2020–Jan 2022 | Total rewards architecture and talent strategy |
| Hexcel | VP, Global Total Rewards | Jun 2019–May 2020 | Designed and managed compensation and benefits programs |
| Avon Products | Group VP—Global Total Rewards & HR Business Partner | 2016–2017 | Global rewards leadership supporting business units |
| Avon Products | VP, HR Business Partner | 2014–2016 | Business-aligned HR leadership |
| Avon Products | VP, Total Rewards Leader | 2011–2014 | Enterprise compensation leadership |
| Reader’s Digest | Global compensation/business development roles | 2001–2007 | Compensation and BD responsibilities |
| Citigroup | Global compensation/business development roles | 1997–2001 | Compensation and BD responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external board roles disclosed in Hexcel’s 2024/2025 proxy executive officer biographies |
Fixed Compensation
- Structure: Base salary plus annual cash incentive (MICP) tied 50% to Free Cash Flow and 50% to Adjusted EBIT; executive committee members’ payouts driven entirely by financial measures .
- Gina’s specific base salary and target bonus percentage were not itemized in the Summary Compensation Table (she was not an NEO in 2024); however, as an executive officer she participates in the MICP governed by the corporate metrics below .
Performance Compensation
Annual Incentive (MICP) – 2024 design and outcomes
| Metric | Threshold ($) | Target ($) | Max ($) | Actual ($) | Payout (% of target) |
|---|---|---|---|---|---|
| Free Cash Flow (50% weight) | $230.8m | $288.5m | $346.2m | $332.9m | 176.9% |
| Adjusted EBIT (50% weight) | $208.2m | $260.3m | $312.4m | $237.7m | 78.3% |
| Weighted average achievement level for 2024 MICP: 127.6% . |
Long-Term Incentive (PSAs) – 2022–2024 cycle
| Metric | Weighting | Target definition | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| ROIC % | 25% | Threshold 8.4%; Target 10.5%; Max 12.6% | 9.3% | 70.7% | End of 3-year period |
| Relative EPS Growth vs S&P MidCap 400 | 25% | Threshold 40th; Target 55th; Max 75th percentile | >75th percentile | 200% | End of 3-year period |
| Incremental Adjusted EBIT Leverage (annual tranches) | 50% total (16.6/16.7/16.7% per year) | 2024 thresholds: 24.3%/32.4%/40.5% (50/100/200%) | 17.7% (2024) | 0% (2023–2024), 14.3% overall for leverage component | Earned annually; total shares vested end of cycle |
| Weighted average PSA payout (2022 grant): 82.0% . |
Long-Term Incentive (PSAs) – 2024–2026 design
- 50% ROIC and 50% Relative EPS Growth (target definitions provided; detailed ROIC targets withheld during the performance period for competitive reasons) .
Time-based equity mechanics (vesting and instruments)
- Nonqualified Stock Options (NQOs): time-based vesting in three equal annual installments at 12, 24, and 36 months; 10-year term; strike set at grant-date close .
- Restricted Stock Units (RSUs): time-based vesting in three equal annual installments on each of the first three anniversaries of grant; dividend equivalents paid in cash upon vesting; U.S. executives accrue equivalents (French awards differ) .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Executive stock ownership guidelines | Executive Vice Presidents: 3x base salary target dollar value; Other Executive Officers: 2x; CEO: 6x; Directors: 5x annual retainer |
| Retention requirement until guideline met | Must retain 50% of net shares from incentive plans until achieving guideline (100% for directors); once met, deemed compliant if holding at least the number of shares held at that quarter-end |
| Hedging/pledging policy | Prohibits short sales, hedging/monetization (e.g., collars, swaps), holding in margin accounts, or pledging company securities; Rule 10b5-1 preclearance required for executives |
| Pledging status (current officers/directors) | None of our directors or current executive officers has pledged Hexcel common stock |
| Gina Fitzsimons beneficial ownership disclosure | Her individual holdings were not itemized in the Directors and Officers table, which lists current directors and executive officers included in the Summary Compensation Table; Gina was not a 2024 NEO |
Employment Terms
| Aspect | Policy / Terms |
|---|---|
| Severance agreements | Company maintains severance agreements for U.S.-based NEOs (Gentile, Winterlich, Lehman, Chevrier) with 1.0x salary+avg bonus and benefits for terminations without cause/good reason; enhanced multiples (2.5x CEO; 2.0x CFO/Chief Legal; 1.5x Chevrier) and extended benefits upon change in control; Gina is not listed among these NEO agreements in 2024 |
| Executive Severance Policy (CEO emeritus) | Separate policy applied to Mr. Stanage (not triggered on retirement), with 1.5x cash severance and benefits, increasing to 2.5x in change-in-control scenarios; no excise tax gross-ups |
| Change-in-control vesting | Equity awards have single-trigger vesting upon change in control; severance cash/benefits follow double-trigger (change in control plus qualifying termination) |
| Definitions (CIC, potential CIC, good reason) | CIC definition includes 50% ownership acquisition, 40% within 12 months, board majority turnover, or merger/asset sale subject to continuity tests; potential CIC defined around signed agreements; “good reason” includes salary reduction, material diminution, benefits changes, relocation, and other enumerated events (specifics differ for CEO agreement) |
| Clawback policies | Mandatory clawback for restatements (3-year lookback) per NYSE/Section 954; Discretionary clawback for material error or misconduct causing harm; equity grants to NEOs include clawback for confidentiality, non-compete, non-solicit violations |
| Insider trading controls | Strict prohibitions on short sales, hedging, pledging, and trading during blackout periods absent compliant Rule 10b5-1 plans with pre-approval; applies to directors and officers |
Company Performance Context (Pay-Versus-Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – value of $100 initial investment | $66.30 | $70.82 | $81.02 | $102.28 | $87.77 |
| Net Income (USD mm) | $31.7 | $16.1 | $126.3 | $105.7 | $132.1 |
| Adjusted EBIT (USD mm) | $73.3 | $70.9 | $165.0 | $217.6 | $237.7 |
Compensation Committee Analysis
- Committee composition: Guy C. Hachey (Chair), James J. Cannon, Thomas A. Gendron, Catherine A. Suever; 8 meetings held in 2024; uses an independent compensation consultant (e.g., for retention award decisions) .
- Pay-for-performance design: Significant proportion of executive compensation is variable with rigorous targets, multi-year vesting, caps on payouts, robust stock ownership guidelines, and mandatory/discretionary clawbacks; no excise tax gross-ups or option repricing without shareholder approval .
Say-On-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval: Approximately 94% support; no program revisions deemed necessary by committee based on the vote and engagement .
Investment Implications
- Alignment: Gina’s remit in Total Rewards/HR and current EVP leadership aligns with Hexcel’s stringent pay-for-performance architecture (MICP tied to FCF and Adjusted EBIT; PSUs tied to ROIC and Relative EPS Growth) and robust clawback/ownership policies; this supports incentive alignment with value creation .
- Retention risk: Single-trigger equity vesting at change in control could accelerate equity and create near-term selling pressure, but stock ownership guidelines and net-share retention mitigate misalignment; absence of disclosed individual severance terms for Gina reduces visibility on her personal change-in-control economics versus NEO peers .
- Performance signaling: 2024 MICP over-achieved FCF but under-achieved Adjusted EBIT, yielding a 127.6% weighted payout; 2022–2024 PSUs paid at 82% overall with strong Relative EPS performance, reinforcing emphasis on cash generation and return metrics over pure revenue growth .
- Governance safeguards: Prohibitions on hedging/pledging and mandatory clawbacks lower governance red flags; no pledging by current officers/directors reported as of March 13, 2025 .