Jeffrey C. Campbell
HEXCEL CORP /DE/About Jeffrey C. Campbell
Jeffrey C. Campbell, age 64, has served on Hexcel’s board since 2003 and as Lead Independent Director since 2018. He is the retired Vice Chairman and CFO of American Express, with prior CFO roles at McKesson and senior finance roles at American Airlines, and is designated by Hexcel’s board as an SEC “audit committee financial expert.” He is independent under NYSE rules; the board reviewed a consulting relationship involving a company where he is a non‑employee director and concluded it does not impair his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Vice Chairman; Chief Financial Officer (EVP/CFO) | Vice Chairman: Apr 2021–Mar 2024; CFO: Aug 2013–Aug 2023 | Led finance, investor relations, risk management; deep SEC reporting experience |
| McKesson Corporation | EVP & Chief Financial Officer | 2004–2013 | Oversaw finance for Fortune 500 healthcare distributor |
| AMR Corp./American Airlines | Finance roles incl. SVP & CFO (AMR) | 1990–2003 | Aviation industry operating finance expertise |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Aon plc | Director | Mar 2018 | Audit (Chair); Organization & Compensation |
| Marathon Petroleum Company | Director | Nov 2024 | Audit; Compensation and Organizational Development |
Board Governance
- Lead Independent Director since 2018 with robust responsibilities: calls independent director sessions, sets annual master agenda with CEO, oversees CEO performance evaluations, co‑leads peer reviews with Nominating Committee, and engages with shareholders when appropriate .
- Committees: Audit (member; Audit Chair through Feb 28, 2025), Nominating, Governance & Sustainability (member). Audit Committee had 8 meetings in 2024; Campbell is designated an SEC “audit committee financial expert” .
- Special Succession Committee: served alongside Egnotovich, Hachey, and Stanage; held 12 meetings during the CEO transition in 2024 .
- Attendance and engagement: Board met 10 times in 2024 (including 4 special meetings for CEO transition); all incumbent directors attended at least 75% of board/committee meetings; all then‑serving directors attended the 2024 annual meeting virtually .
Fixed Compensation
| Component | Structure/Rate | 2024 Campbell Actual ($) |
|---|---|---|
| Annual cash retainer | $88,000 | Included in fees |
| Lead Director retainer | $30,000 (increased by $5,000 in May 2024) | Included in fees |
| Committee member fees | Audit: $10,000; Nominating: $7,500 | Included in fees |
| Committee chair fees | Audit Chair: $12,500 (Campbell served as Chair until Feb 28, 2025) | Included in fees |
| Special committee fees | $1,000/meeting (Succession Committee—12 meetings) | $12,000 |
| Total Fees Earned or Paid in Cash | — | $157,500 |
Performance Compensation
| Equity Type | Grant date | Units / Value | Vesting / Metrics |
|---|---|---|---|
| Annual RSUs | May 2, 2024 | 2,062 RSUs; $139,989 grant date fair value | Vest on earlier of 1‑year from grant or day prior to next annual meeting; directors may elect deferral until board service ends; no performance metrics on director RSUs |
| Retainer RSUs (optional in lieu of cash) | Quarterly | Not elected by Campbell in 2024 | Fully vested at grant; convert at 1‑year; optional deferral; no performance metrics |
Notes:
- Annual RSU grant value for directors increased by $20,000 in 2024 to $140,000 (Campbell’s 2024 grant equated to $139,989) .
- Most directors (other than Ms. Suever) elected to defer conversion of 2024 RSUs until termination of board service; this election applied to Campbell .
Other Directorships & Interlocks
| Entity | Relationship to HXL | Board Independence Assessment |
|---|---|---|
| Unspecified company (where Campbell is a non‑employee director) | Provides consulting services to Hexcel | Board reviewed purchases/sales exposures and affirmed Campbell’s independence |
Expertise & Qualifications
- Finance and accounting leadership as former CFO of American Express and McKesson; SEC “audit committee financial expert” designation by Hexcel’s board .
- Aviation industry operating experience from American Airlines tenure .
- Governance leadership as Lead Independent Director with responsibilities for agendas, CEO evaluation, peer reviews, and shareholder engagement .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Jeffrey C. Campbell | 73,136 | * (less than 1%) | Includes 55,333 shares underlying vested/deferred RSUs, RSUs vesting within 60 days, and options exercisable within 60 days; no pledging of stock |
| Shares outstanding (record date) | 80,389,391 | — | As of March 13, 2025 |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer; all then‑appointed non‑employee director nominees met the requirement as of Dec 31, 2024 .
- Hedging, short sales, options on company stock, and pledging are prohibited per Insider Trading Policy .
Governance Assessment
- Board effectiveness: Campbell’s dual committee service (Audit; Nominating & Sustainability), prior Audit Chair role, and Lead Director responsibilities indicate strong governance influence, oversight of risk, and agenda‑setting authority .
- Independence and conflicts: The board explicitly reviewed a consulting relationship linked to a company where Campbell is a non‑employee director and found no impairment to independence; no pledged shares; hedging/pledging prohibited by policy .
- Engagement and attendance: Active role in 2024 CEO succession via special committee (12 meetings); all incumbents met ≥75% attendance thresholds; attended annual meeting—supports investor confidence in board commitment .
- Compensation signals: 2024 adjustments raised Lead Director retainer (+$5k) and director RSU grant value (+$20k), keeping a cash/equity mix aligned with market and reinforcing equity alignment via RSU deferral practice; use of independent consultant Semler Brossy with no conflicts .
- Shareholder support: 2024 Say‑on‑Pay approval ~94% suggests investor endorsement of compensation practices and oversight, indirectly reflecting board governance quality .
- Overboarding risk: Company policy limits directors to ≤4 public boards; Campbell’s roles (Hexcel, Aon, Marathon Petroleum Company) comply; committee conducts time‑availability and biennial peer reviews, mitigating time‑commitment concerns .
RED FLAGS: None evident from proxy disclosures specific to Campbell. Independence affirmed despite external consulting relationship; no pledging; high attendance; equity aligned via RSU deferral .