Nick L. Stanage

About Nick L. Stanage

Nick L. Stanage, age 66, is a long-tenured Hexcel insider who now serves on the board after retiring as Executive Chairman on November 30, 2024; he previously served as Chairman (2014–2024), Chief Executive Officer (2013–2024), President (2009–2024), and Chief Operating Officer (2012–2013) of Hexcel . He has been a Hexcel director since 2013 and brings deep operational and commercial aerospace manufacturing expertise from prior senior roles at Dana Holding Corporation and Honeywell/Allied Signal . The board has determined he is not independent under NYSE standards (cooling-off from executive roles), alongside the current CEO/Chairman Thomas C. Gentile .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined all directors were independent except Messrs. Gentile (CEO/Chairman) and Stanage (former CEO/Chairman), so Stanage is not independent under NYSE rules .
• Committees: As of March 25, 2025, Stanage is not listed on any standing committees; Audit (Chair Suever), Compensation (Chair Hachey), and Nominating, Governance & Sustainability (Chair Egnotovich) are composed entirely of independent directors .
• Special Succession Committee: During 2024 CEO transition, board formed a succession committee that met 12 times; Stanage served alongside Campbell, Egnotovich, and Hachey .
• Attendance: In 2024, the board held 10 meetings (4 special for CEO transition) and 18 committee meetings; each incumbent director attended at least 75% of applicable meetings, and directors attended the annual meeting virtually .
• Lead Independent Director: Jeffrey C. Campbell (Lead Director since 2018) holds robust authorities (exec sessions, agendas, CEO performance feedback, investor communication) to counterbalance combined CEO/Chairman structure .
• Key governance policies: Majority voting with contingent resignation in uncontested elections; mandatory retirement age 70; overboarding limits (≤4 boards; ≤3 for sitting public-company CEOs); regular executive sessions; prohibitions on pledging/hedging; director stock ownership guidelines .

Fixed Compensation

Director compensation program and Stanage’s 2024 amounts (he became a non-employee director on Nov 30, 2024):

• Program structure in 2024: Annual cash retainer $88,000; Lead director $30,000; Committee member fees—Audit $10,000, Compensation $7,500, NGS $7,500; Chair fees—Audit $12,500, Compensation $7,500, NGS $7,500; Annual director RSU grant value $140,000; ability to elect fully-vested Retainer RSUs in lieu of cash .
• Stanage’s 2024 director pay: Fees earned/paid in cash $7,495; no stock awards (prorated retainer post-transition) .

Executive-level fixed pay (prior to retirement):

Notes:

• Salary reduced to $500,000 effective May 1, 2024 upon transition to Executive Chairman; retired Nov 30, 2024; no cash severance on retirement .
• PSA grant-date values and maximums provided in proxy; option values computed under ASC 718 .

Performance Compensation

MICP (annual cash incentive) structure and 2024 results:

Stanage’s MICP target and actual:

Long-term equity awards (2024 annual grant cycle):

• Nonqualified stock options: 68,295 options for Stanage; vest in three equal annual installments; exercise price at grant-date close; Black-Scholes value basis .
• PSAs (target): 49,649 shares (CEO/Chair allocation 66.7% PSAs; payout contingent on 3-year ROIC and Relative EPS Growth vs S&P MidCap 400) .

PSA outcomes for the 2022 grant (vested Jan 2025):

Change-in-control provisions:

• Equity awards include single-trigger vesting upon change in control (strong retention incentive; aligns with shareholder liquidity timing) .
• Executive severance arrangements generally apply double-trigger for cash/severance (COC plus qualifying termination) and exclude excise tax gross-ups for newly hired/promoted executives; Stanage retired without severance .

Clawbacks:

• Mandatory (Dodd-Frank/NYSE) 3-year recoupment for restatements; Discretionary clawback for misconduct, material errors, or risk management failures; equity awards include clawback for confidentiality/non-compete violations .

Other Directorships & Interlocks

Expertise & Qualifications

• Global manufacturing, operations, strategy, M&A and marketing experience; deep aerospace and defense industry knowledge; extensive customer/product base familiarity at Hexcel .
• Prior senior leadership in supply chain and technology; strong understanding of operational leverage and investor expectations for profitability .

Equity Ownership

Ownership alignment:

• Directors must hold 5x annual cash retainer; until met, directors must retain 100% of net shares; policy prohibits hedging/short sales and pledging; as of Dec 31, 2024, all named executives and then-appointed directors either met or were complying with retention ratios; non-employee director nominees held requisite shares .

Fixed Compensation (Director Program Details)

Performance Compensation (Metrics Detail)

Governance Assessment

• Strengths:

  • Extensive operator with deep Hexcel/industry knowledge enhances board oversight of manufacturing, supply chain, and aerospace customer dynamics .
  • Significant share ownership (1.26%) aligns incentives; directors subject to stringent ownership and retention policies; prohibitions on hedging/pledging; strong clawbacks .
  • Board mitigants: empowered Lead Independent Director; majority voting with contingent resignation; regular executive sessions; overboarding limits; mandatory retirement age .
  • Compensation programs emphasize pay-for-performance; high Say‑on‑Pay support (~94% in 2024) .

• Watch items / RED FLAGS:

  • Independence risk: Stanage is not independent under NYSE standards due to recent executive role, which can raise concerns about board challenge of management and potential influence on CEO evaluation .
  • Single‑trigger equity acceleration upon change in control for executives (including legacy awards) may be viewed as shareholder-unfriendly versus double trigger—though severance uses double trigger and company prohibits excise tax gross-ups for newly hired/promoted executives .
  • Legacy SERP (supplemental pension) for Stanage increases fixed obligations; however, he received no cash severance upon retirement .

• Engagement/Attendance: Board and committees were active through CEO transition; succession committee met 12 times; attendance ≥75% for incumbents supports engagement .

• Conflicts/Related Parties: Proxy discloses board considered certain outside company relationships for other directors; no impairment noted for independence of those directors and no related-party transactions disclosed for Stanage .

• Say-on-Pay & shareholder feedback: 2024 approval ~94%; ongoing investor engagement highlighted, including compensation and governance topics .

Overall, Stanage’s deep operational track record and meaningful ownership are positives for alignment, but his non-independent status requires strong lead independent director function and committee-only independence to maintain board effectiveness—both of which Hexcel emphasizes structurally .