Thomas C. Gentile III
HEXCEL CORP /DE/About Thomas C. Gentile III
Thomas C. Gentile III (age 60) is Chairman, Chief Executive Officer and President of Hexcel Corporation. He was appointed CEO and President on May 1, 2024, joined the Board on May 2, 2024, and became Chairman on December 5, 2024 . Prior roles include CEO of Spirit AeroSystems (2016–2023) and senior leadership positions at General Electric (GE Capital, GE Healthcare Systems, GE Aviation Services) . Under his first year of leadership, Hexcel delivered 2024 sales of $1,903 million (+6.4% YoY), GAAP diluted EPS of $1.59, adjusted diluted EPS of $2.03 (+12% YoY), and free cash flow of $202.9 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | President & CEO | 2016–2023 | Led a publicly traded aerospace components company; former public company director |
| General Electric (GE) | President & COO, GE Capital; President & CEO, GE Healthcare Systems; President & CEO, GE Aviation Services | 2008–2016 | Senior leadership across finance, healthcare systems and aviation services |
External Roles
| Organization | Role | Years |
|---|---|---|
| Smithsonian National Air and Space Museum | Board of Advisors | Current |
| Wings Club Foundation | President-elect | Current |
| Wichita State University Barton School of Business | Executive Advisor to the Dean | Current |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base salary rate | $1,100,000 | Established at CEO appointment effective May 1, 2024 |
| 2024 salary paid | $736,339 | Prorated for time in role; per Summary Compensation Table |
| Sign-on cash bonus | $250,000 | Provided at hire |
| Perquisites (2024) | $171,365 | Relocation ($35,413), commuting ($36,845), legal fee reimbursement ($30,000), associated tax gross-ups ($69,107) |
Performance Compensation
| Program | Metric | Weight | Target | Actual | Payout vs target |
|---|---|---|---|---|---|
| 2024 MICP (annual bonus) | Free Cash Flow | 50% | $288.5M | $332.9M | 176.9% |
| 2024 MICP (annual bonus) | Adjusted EBIT | 50% | $260.3M | $237.7M | 78.3% |
| Weighted average achievement | — | — | — | — | 127.6% |
| 2024 MICP Award | Amount |
|---|---|
| Target opportunity (110% of salary) | $1,210,000 |
| Actual award paid | $1,543,960 |
| Long-term incentives (2024) | Target mix | Vesting | Performance metrics |
|---|---|---|---|
| PSAs (performance share awards) | 66.7% of CEO annual LTI | Cliff vest after 3-year period | 50% ROIC, 50% Relative EPS growth vs S&P MidCap 400; ROIC targets not disclosed during cycle |
| NQOs (stock options) | 33.3% of CEO annual LTI | 1/3 per year over 3 years | Time-based |
Equity Compensation (2024 grants)
| Award type | Grant date | Shares/Units | Exercise price | Grant date fair value | Vesting |
|---|---|---|---|---|---|
| PSAs (CEO annual) | 07/22/2024 | 50,175 (target) | N/A | $3,228,260 | End of 2024–2026 period based on ROIC and Relative EPS |
| NQOs (CEO annual) | 07/22/2024 | 66,108 | $64.34 | $1,611,713 | 1/3 at each anniversary of May 1, 2024 |
| RSUs (CEO sign-on) | 07/22/2024 | 15,542 | N/A | $999,972 | 1/3 at each anniversary of May 1, 2024 |
| NQOs (CEO sign-on) | 07/22/2024 | 41,017 | $64.34 | $999,994 | 1/3 at each anniversary of May 1, 2024 |
| Outstanding at 12/31/2024 | Quantity | Market value / details |
|---|---|---|
| Unexercisable options | 66,108 and 41,017 | Exercise price $64.34; expire 07/22/2034 |
| Unvested RSUs | 15,542 | Market value $974,483 at $62.70/share |
| Unearned PSAs (target) | 50,175 | Market value $3,145,973 at $62.70/share |
| Options/RSUs vested or exercised in 2024 | — | No option exercises or stock vested for Gentile in 2024 |
Equity Ownership & Alignment
| Ownership measure | Value |
|---|---|
| Total beneficial ownership | 33,854 shares (includes 15,000 held by The Thomas Charles Gentile III Revocable Trust) |
| Ownership % of shares outstanding | <1% (approx. 0.04% of 80,389,391 shares) |
| Shares pledged | None; company policy prohibits pledging |
| Stock ownership guidelines | CEO: 6x base salary; retention of 50% of net shares until met |
| Compliance status (12/31/2024) | All named executive officers either satisfied guidelines or were complying with retention ratio |
| Hedging/short sales | Prohibited for directors and officers |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment start date | May 1, 2024 (CEO/President); Chairman effective December 5, 2024 |
| Severance (no change in control) | 1.5x (salary + average MICP) cash; benefits continuation 18 months; prorated MICP; 18-month non-compete |
| Change-in-control severance (double trigger) | 2.5x cash multiple; benefits continuation 30 months; 30-month non-compete; pro-rated MICP |
| “Good reason” (Gentile) | Diminution of position/duties; failure to nominate/renominate to Board; reporting changes; salary reductions (≤10% across-the-board); relocation; material breach by Company |
| Equity upon change in control | Single-trigger vesting for RSUs and options; PSAs paid out immediately at target |
| Clawbacks | Mandatory Dodd-Frank (3-year restatement lookback); Discretionary policy for misconduct, errors, or risk management failures |
| Tax gross-ups | No excise tax gross-up under severance arrangements; limited relocation-related tax gross-ups in 2024 |
| Deferred Compensation (NDCP, 2024) | Amount |
|---|---|
| Executive contributions | $44,254 |
| Company contributions | $31,281 |
| Aggregate earnings | $2,855 |
| Year-end balance | $73,391 |
Board Governance
- Role: Chairman and CEO; not independent; only management director on Board .
- Board structure: Combined Chair/CEO with a strong Lead Independent Director (Jeffrey C. Campbell) empowered to call meetings, set agendas, oversee CEO evaluations, and run executive sessions; all three standing committees comprised solely of independent directors .
- Committees: Audit (Chair: Catherine A. Suever), Compensation (Chair: Guy C. Hachey), Nominating, Governance & Sustainability (Chair: Cynthia M. Egnotovich) .
- Board attendance: 10 Board meetings (4 special for CEO transition) and 18 committee meetings in 2024; all incumbent directors attended at least 75% of meetings; virtual annual meeting attendance .
- Director compensation: Employee directors receive no additional board compensation .
Compensation Peer Group (used for 2024 decisions)
| Peers |
|---|
| AAR Corp.; Albemarle; AMETEK; Barnes Group; Cabot; Crane; Curtiss-Wright; H.B. Fuller; ITT; Moog; Spirit AeroSystems; Teledyne; Triumph Group; Woodward |
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval: ~94% in favor; committee determined no changes needed .
Investment Implications
- Alignment and leverage: CEO’s target pay heavily at-risk (85% variable) with rigorous MICP metrics (FCF and Adjusted EBIT) and long-term PSAs tied to ROIC and relative EPS, supporting pay-for-performance and multi-year value creation .
- Retention risk mitigants: Significant initial equity (PSAs/NQOs) with three-year and multi-year vesting schedules, robust stock ownership guidelines (6x salary) and strict clawbacks reduce immediate selling pressure and promote alignment .
- Governance checks on dual role: Combined Chair/CEO is balanced by an empowered Lead Independent Director and fully independent committees; policies prohibit hedging/pledging, and executive sessions occur regularly—reducing independence concerns around dual roles .
- Change-in-control terms: Single-trigger equity acceleration is shareholder-sensitive (could crystallize value early); cash severance is double-trigger with no excise tax gross-ups—moderate risk of overpayment limited by structure .
- Early tenure performance: 2024 growth in sales and adjusted EPS, with strong free cash flow, indicates early operational traction; MICP payout reflects FCF outperformance offset by EBIT miss, implying balanced incentive outcomes .