Guy C. Hachey
HEXCEL CORP /DE/About Guy C. Hachey
Independent director of Hexcel since 2014; age 69. Former President and Chief Operating Officer of Bombardier Aerospace (2008–2014), with prior senior manufacturing and operations roles at Delphi and General Motors. The board has affirmatively determined he is independent; it specifically reviewed his prior outside board at a company that is both a customer and supplier and concluded the relationship does not impair his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bombardier Aerospace | President & Chief Operating Officer | May 2008–Sep 2014 | Led global aerospace operations; extensive manufacturing/operations and strategy experience . |
| Delphi Corporation | Vice President; President, Delphi Europe, Middle East & Africa; Executive Champion for global manufacturing | Not stated | Operational leadership across regions; global manufacturing excellence . |
| General Motors | Manufacturing and engineering leadership roles | Not stated | Deep engineering/manufacturing grounding . |
External Roles
| Company | Role | Dates | Governance/Interlock Notes |
|---|---|---|---|
| Meggitt plc | Non‑employee director | 2019–2022 | Meggitt was a Hexcel customer and supplier; Hexcel’s board assessed and concluded Hachey’s independence was not impaired by this relationship . |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Chair, Compensation Committee; Member, Nominating, Governance & Sustainability (NG&S) Committee . |
| Committee activity (2024) | Compensation: 8 meetings; NG&S: 2 meetings . |
| Special committee service | Member, CEO Succession Special Committee (12 meetings in 2024) . |
| Independence | Board determined he is independent (all committees composed exclusively of independent directors) . |
| Attendance & engagement | Each incumbent director attended ≥75% of aggregate board and applicable committee meetings in 2024; directors attended last annual meeting virtually . |
| Overboarding policy | Directors limited to ≤4 public boards (≤3 if a public company CEO); board confirms compliance . |
| Mandatory retirement age | Policy: no nomination after age 70 . |
| Lead independent director context | Hexcel has a Lead Director (Jeffrey C. Campbell) with robust responsibilities and regular executive sessions of independent directors . |
Fixed Compensation
Program structure for non‑employee directors and Hachey’s realized pay:
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $88,000 | $88,000 | Standard director retainer. |
| Lead director fee (not applicable to Hachey) | $25,000 | $30,000 (increase approved May 2024) | For Lead Director only. |
| Committee member fees | Audit $10,000; Compensation $7,500; NG&S $7,500 | Same | Per committee membership. |
| Committee chair fees | Audit $12,500; Compensation $7,500; NG&S $7,500 | Same | Hachey receives $7,500 as Compensation Chair. |
| Annual RSUs grant date value | $120,000 | $140,000 | Time‑based director RSUs; vest by next annual meeting. |
| Special committee meeting fee | $1,000 per meeting | $1,000 per meeting | Hachey received $12,000 for 12 succession meetings . |
| Hachey – Director Compensation ($) | 2023 (older) | 2024 (newer) |
|---|---|---|
| Fees Earned or Paid in Cash | $103,000 | $119,979 |
| Stock Awards (Annual RSUs) | $119,977 | $139,989 |
| Total | $222,977 | $259,968 |
Performance Compensation
| Metric/Instrument | Used for Hexcel non‑employee directors? | Terms |
|---|---|---|
| Performance Share Awards (PSUs/PSAs) | No | Directors receive RSUs, not PSAs; equity vests time‑based (earlier of first anniversary or immediately prior to the next annual meeting) . |
| Retainer RSUs in lieu of cash | Optional | Fully vested at grant; convert to shares on first anniversary (Hachey did not elect Retainer RSUs in 2024) . |
| Dividends on RSUs | Dividend equivalents accrue and pay in cash at conversion (U.S. directors) . |
Emphasis: Director pay at Hexcel is not tied to quantitative performance metrics; alignment comes via equity RSUs with required ownership guidelines and retention provisions .
Other Directorships & Interlocks
| Current public company boards | None disclosed beyond Hexcel . | | Prior public company boards | Meggitt plc (2019–2022) . | | Interlocks/transactions | Meggitt relationship (customer/supplier) reviewed; board concluded independence intact . |
Expertise & Qualifications
- Extensive manufacturing, operations, strategy, M&A, and marketing experience in aerospace and automotive; seasoned executive leadership in global manufacturing environments .
- In‑depth experience overseeing executive compensation (Compensation Committee Chair) .
- NG&S committee service aligns with sustainability and governance oversight .
Equity Ownership
| Metric | As of Mar 11, 2024 | As of Mar 13, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 22,299 | 32,551 |
| % of shares outstanding | <1% | <1% |
| Underlying RSUs/NQOs included in beneficial count | 22,299 underlying RSUs/NQOs aggregated for Hachey in 2024 | 24,551 underlying RSUs/NQOs aggregated for Hachey in 2025 |
| Pledged shares | None (directors and officers have not pledged Hexcel stock) . | |
| Ownership guideline | Directors must hold 5× annual cash retainer; retain 100% of net shares until guideline met . | |
| Compliance | As of Dec 31, 2024, all then‑appointed non‑employee director nominees met ownership guidelines . | |
| Hedging/pledging policy | Hedging, short sales, and pledging prohibited . |
Governance Assessment
- Positive signals: Independent director; Compensation Chair and NG&S member; robust engagement (committee and special succession meetings); adherence to ownership guidelines; prohibition on hedging/pledging; strong say‑on‑pay support (~94% approval in 2024) indicating investor confidence in compensation oversight; mandatory and discretionary clawback policies in place .
- Pay mix: Balanced cash (retainer + committee fees) and time‑based RSUs; Annual RSU grant increased from $120k (2023) to $140k (2024), aligning director interests with shareholders via equity though not performance‑conditioned .
- Potential conflicts: Prior service on Meggitt board (customer/supplier); board reviewed and affirmed independence; continue monitoring for related‑party transactions, though none disclosed in proxy .
- Watchpoints: Mandatory retirement age 70—at age 69, Hachey is approaching policy threshold, implying possible near‑term board refresh; succession and committee continuity should be considered in portfolio governance assessments .
RED FLAGS (none material disclosed): No pledging; no director hedging; independence affirmed despite external customer/supplier board service; attendance threshold met; no performance‑based director pay metrics (common market practice for directors) .