James J. Cannon
HEXCEL CORP /DE/About James J. Cannon
Independent director of Hexcel since 2024; currently President & CEO of AM General LLC (since September 2021). Former CEO of FLIR Systems Inc. (2017–2021), with prior senior roles at Stanley Black & Decker; earlier U.S. Army Infantryman and Armor Officer. Age 54. Core credentials cited by Hexcel: executive leadership and operational expertise in global manufacturing (especially defense technologies), strategy/marketing in defense, aerospace and industrials, and public-company governance; serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AM General LLC | President & Chief Executive Officer | Sep 2021–present | Leads heavy vehicle/contract automotive manufacturer |
| FLIR Systems Inc. (now Teledyne FLIR) | Chief Executive Officer | Jun 2017–Jun 2021 | Led thermal imaging/sensors business; public-company CEO experience |
| Stanley Black & Decker, Inc. | President, Stanley Security for North America & Emerging Markets (and other leadership roles) | Not disclosed | Global operations and go-to-market leadership |
| U.S. Army | Infantryman and Armor Officer | Not disclosed | Military leadership background |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| FLIR Systems Inc. | Director (Former) | 2017–2021 | Former public company directorship |
| Lydall Inc. | Director (Former) | 2017–2021 | Former public company directorship |
Board Governance
- Committee assignments: Member, Compensation Committee (current and post-Annual Meeting structure) .
- Independence: Board states each director other than Mr. Stanage is independent; Cannon is independent .
- Attendance and engagement: In 2024 there were 10 Board meetings (4 special for CEO transition) and 18 committee meetings (2 special); each incumbent director attended or participated in at least 75% of Board and applicable committee meetings. All then-serving directors virtually attended the last annual meeting of stockholders .
- Lead Independent Director: Jeffrey C. Campbell serves as Lead Director with broad authorities (calls meetings, sets agendas with CEO, oversees information flow, leads executive sessions, etc.) .
Fixed Compensation
Program structure for non-employee directors in 2024:
| Element | Amount |
|---|---|
| Annual cash retainer | $88,000 |
| Lead Director cash retainer | $30,000 |
| Audit Committee member fee | $10,000 |
| Compensation Committee member fee | $7,500 |
| Nominating, Governance & Sustainability (NG&S) member fee | $7,500 |
| Audit Chair fee | $12,500 |
| Compensation Chair fee | $7,500 |
| NG&S Chair fee | $7,500 |
| Special committee fee (per meeting, if designated) | $1,000 |
2024 compensation actually paid to Cannon:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James J. Cannon | 94,439 | 39,952 | 134,931 |
Notes
- Upon initial Board appointment 1/5/2024, Cannon received a prorated grant of 559 Annual RSUs (grant date fair value per RSU $71.47) and a prorated annual cash retainer; he was appointed to the Compensation Committee on 5/2/2024 and received prorated committee fees .
- Directors may elect Retainer RSUs in lieu of cash retainer (fully vested at grant; convert to common stock on first anniversary) .
Performance Compensation
Director equity is time-based RSUs (no performance metrics); Annual RSUs granted in 2024 had a $140,000 grant-date value for re-elected directors and vest on the earlier of first anniversary or immediately prior to the next annual meeting; dividend equivalents accrue and pay at conversion .
Key Cannon equity awards and terms:
| Grant/Report Date | Award Type | Units / $ | Pricing/Terms | Vesting/Conversion |
|---|---|---|---|---|
| 1/5/2024 | Annual RSUs (prorated on initial appointment) | 559 RSUs; $71.47 per RSU fair value | Time-based | Earlier of 1 year or prior to next annual meeting; convert to shares at vest; dividend equivalents provided |
| 5/2/2024 (Form 4 filed 5/3/2024) | RSUs (award) | 2,062 RSUs (Form 4) | Price $0 (award) | Not specified in filing; standard director RSU conversion/deferral apply |
| 5/8/2025 (Form 4 filed 5/12/2025) | RSUs (award) | 2,697 RSUs (Form 4) | Price $0 (award) | Not specified in filing; standard director RSU conversion/deferral apply |
Additional program features:
- Directors can elect to defer conversion/delivery of shares underlying RSUs until termination of Board service; in 2024, each then-current director (other than Ms. Suever) elected to defer conversion of 2024 RSUs until service termination .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Notes |
|---|---|---|---|
| None disclosed (current public) | — | — | Proxy identifies former public-company boards (FLIR Systems, Lydall) but no current public boards for Cannon |
| AM General LLC (private) | Operating role | President & CEO | Defense/automotive manufacturer; no Hexcel related-party transactions disclosed |
Expertise & Qualifications
- Executive leadership and operational management in global manufacturing, particularly defense technologies; strategy and marketing in defense, aerospace and industrial sectors; public company governance experience .
- Military leadership experience (U.S. Army Infantryman and Armor Officer) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| James J. Cannon | 2,621 | <1% (asterisk indicates <1%) | Includes (where applicable) vested-but-deferred RSUs and RSUs vesting within 60 days per SEC rules |
Additional alignment indicators:
- None of the directors or current executive officers have pledged Hexcel stock .
- Hexcel prohibits hedging and pledging of company stock by directors and officers .
- Stock ownership guidelines apply to directors; as of Dec 31, 2024, all then-appointed non-employee director nominees held the requisite number of shares .
Insider Trades (Forms 3/4)
| Filing Date | Transaction Date | Form | Type | Securities Transacted | Post-Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|---|
| 2024-01-09 | 2024-01-05 | 3 | Initial filing | — | 0 | No securities beneficially owned | https://www.sec.gov/Archives/edgar/data/717605/000095017024003352/0000950170-24-003352-index.htm |
| 2024-01-09 | 2024-01-05 | 4 | A — Award | 559 | 559 | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/717605/000095017024003355/0000950170-24-003355-index.htm |
| 2024-05-03 | 2024-05-02 | 4 | A — Award | 2,062 | 2,062 | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/717605/000095017024052856/0000950170-24-052856-index.htm |
| 2025-05-12 | 2025-05-08 | 4 | A — Award | 2,697 | 2,697 | Restricted Stock Units | https://www.sec.gov/Archives/edgar/data/717605/000095017025069224/0000950170-25-069224-index.htm |
| (Data via insider-trades skill) |
Governance Assessment
- Strengths
- Independence and focused committee role: Independent director serving on the Compensation Committee; all standing committees consist solely of independent directors .
- Attendance and engagement: Met at least the 75% attendance threshold; Board held 10 meetings and committees 18 meetings in 2024; all then-serving directors attended the annual meeting .
- Shareholder support: Re-elected at 2025 Annual Meeting with 71,187,920 “For” vs 863,649 “Against” and 143,180 “Abstain” votes (broker non-votes 3,432,985) .
- Alignment policies: No pledging; hedging/pledging prohibited; director ownership guidelines in place and met as of 12/31/2024 .
- Watch items
- Time commitments: Active CEO of AM General (private) while serving on Hexcel’s Compensation Committee; Hexcel’s overboarding policy limits are disclosed and the board assesses time availability, with compliance noted across directors .
- Related-party exposure: No related-person transactions disclosed involving Cannon; Hexcel details a formal review/approval policy and reported no Cannon-related items in 2024–2025 .
Appendix: Board/Committee Context (for effectiveness benchmarking)
- Compensation Committee remit includes oversight of director compensation, incentive plan administration, and selection of an independent compensation consultant; additional details about the consultant are in the CD&A .
- Committee composition (as of Mar 25, 2025): Compensation—Chair: Guy C. Hachey; Members: James J. Cannon, Thomas A. Gendron (through May 8, 2025), Catherine A. Suever; effective May 8, 2025, David H. Li joins .
- Audit Committee: 8 meetings in 2024; Audit Chair transitioned from Jeffrey C. Campbell to Catherine A. Suever on Feb 28, 2025; Campbell remains a member .
Citations:
- Biography, age, independence, committee: .
- Director compensation program and amounts: .
- Cannon 2024 compensation and RSU grant details: .
- Ownership, pledging, and shares outstanding: .
- Attendance and meeting counts: .
- Lead Independent Director responsibilities: .
- Related-party policy and disclosures: .
- 2025 Annual Meeting vote results: .