Hexcel Corporation Director Compensation Program Effective May 5, 2022
This document outlines the compensation program for non-employee directors of Hexcel Corporation, effective May 5, 2022. Non-employee directors receive an annual retainer fee of $88,000, with options to receive payment in cash or restricted stock units (RSUs), and may defer conversion of RSUs until leaving the Board. Additional annual fees are provided for lead directors and committee roles. Directors also receive annual RSU grants valued at $120,000, vesting over one year. Special meeting fees may apply for extraordinary committee work. The program is subject to periodic review and adjustment by the Compensation Committee.
Exhibit 10.3
Hexcel Corporation
Director Compensation Program
Effective May 5, 2022
Each member of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.
Annual Retainer Compensation
Annual Retainer Fees
Lead Director
| $25,000 |
Audit Committee Chair1
| $12,500 |
Audit Committee member
| $10,000 |
Compensation Committee Chair1
| $7,500 |
Compensation Committee member
| $7,500 |
Nominating and Corporate Governance Committee Chair1
| $5,000 |
Nominating and Corporate Governance Committee member
| $5,000 |
Finance Committee Chair1
| $5,000 |
Finance Committee member | $5,000 |
1
1 Note: a member of a committee receives the “Chair” fee in addition to the member fee.
Meeting Fees
Equity Compensation
Upon (1) initial election to the Board and (2) upon re-election to the Board and effective as of the date of the Annual Meeting of Stockholders each year, each Non-employee Director shall be awarded a grant of RSUs on the following basis:
2