UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2026
HEXCEL CORPORATION
(Exact name of registrant as specified in
its charter)
| Delaware | 001-8472 | 94-1109521 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 |
(Address of principal executive offices,
including zip code)
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | HXL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
Item 5.02....
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer and Principal Financial
Officer
On March 10, 2026, the Board of Directors (the “Board”)
of Hexcel Corporation (the “Company”) appointed James Coogan as the Company’s Executive Vice President and Chief
Financial Officer, effective as of May 1, 2026 (the “Effective Date”). Mr. Coogan will also serve as the Company’s
principal financial officer. In connection with Mr. Coogan’s appointment, effective as of the Effective Date, Michael C.
Lenz will transition from his position as the Company’s Executive Vice President, Interim Chief Financial Officer to the
position of Executive Vice President, Senior Advisor. It is expected that Mr. Lenz will remain an active employee in his new role
for approximately three months to support the transition.
Mr. Coogan, age 45, has more than 20 years of finance, accounting,
and investor relations experience across multiple industries, including in aerospace and defense. Mr. Coogan most recently served as Executive Vice President and Chief Financial Officer of Axcelis Technologies, Inc., a supplier of enabling ion
implantation solutions for the semiconductor industry, from September 2023 through March 2026. Mr. Coogan previously served as Senior
Vice President and Chief Financial Officer at Kaman Corporation, a provider of aerospace and defense products, from July 2021 to
September 2023 and additionally as Treasurer from January 2023 to September 2023. After joining Kaman Corporation in 2008, Mr.
Coogan held various management positions, including Vice President, Investor Relations and Business Development and Assistant Vice
President, SEC Compliance and External Reporting. After starting his career at PricewaterhouseCoopers, he held several financial
management roles at Ann Taylor Stores Corporation and Mohegan Tribal Gaming Authority before joining Kaman Corporation.
There were no arrangements or understandings between Mr. Coogan
and any other person pursuant to which he was selected as Executive Vice President and Chief Financial Officer. Mr. Coogan does
not have any family relationships with any director or executive officer of the Company, or any person nominated or chosen by the
Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with Mr. Coogan’s appointment, on March 10,
2026, the Company entered into an offer letter with Mr. Coogan. Pursuant to the offer letter, Mr. Coogan will receive an annual
base salary of $630,000 and will have a target annual bonus opportunity of 80% of his base salary. He will be eligible to receive
a full year annual bonus for fiscal year 2026 and an annual equity grant for fiscal year 2026 following the Effective Date, with
a target opportunity of 200% of his annual base salary, delivered in a mix of 50% in performance shares (vesting based on performance
over a three-year performance period) and 25% in restricted stock units and 25% in non-qualified stock options (each vesting in
equal annual installments over three years subject to continued employment). The offer letter provides Mr. Coogan with a cash signing
bonus of $500,000 and a sign-on restricted stock unit award following the Effective Date with a grant date value of $2,250,000,
vesting in equal annual installments over three years. Mr. Coogan will also be eligible to participate in the Company’s retirement
and employee benefit plans available to other executive officers of the Company.
Pursuant to the offer letter, the Company will enter into an
executive severance agreement with Mr. Coogan which will provide that upon a termination of his employment without cause or for good
reason, Mr. Coogan will be entitled to receive (a) 1.0 times the sum of his annual base salary and average annual bonus for the
prior three years; (b) a lump sum payment equal to the employer portion of continuation of health coverage (COBRA) premiums for 12
months; and (c) a prorated bonus for the year of termination based on actual performance. If such termination occurs within 24
months following a change in control of the Company (or prior to such change in control in anticipation thereof), Mr. Coogan will be
entitled to the foregoing severance payments and benefits, except that the multiple in clause (a) will be 2.0 times and the period
in clause (b) will be 24 months. The executive severance agreement will also contain non-competition and non-solicitation covenants
applicable during Mr. Coogan’s employment and for 24
months following a severance-qualifying termination of employment
during the two-year period following a change in control and for 12 months following his termination of employment at any other
time.
The foregoing summary of the executive severance agreement does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, which will
be filed as an exhibit to the Company’s next periodic report.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
Exhibit Description |
| 99.1 |
Press Release, dated March 13, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 13, 2026
| |
By: |
/s/ Gail E. Lehman |
| |
|
Name: Gail E. Lehman |
| |
|
Title: Executive Vice President, Chief Legal and
Sustainability Officer and Secretary |
0000717605
false
0000717605
2026-03-10
2026-03-10
Exhibit 99.1
Hexcel
Corporation
Two Stamford Plaza | 281 Tresser
Blvd., 16th Floor
Stamford, CT 06901 USA
www.hexcel.com |
 |
NEWS
RELEASE
Hexcel Names James Coogan as New Chief Financial
Officer
STAMFORD, Conn., March 13, 2026 – Hexcel Corporation (NYSE:
HXL) announced today that James (Jamie) Coogan has been appointed Executive Vice President and Chief Financial Officer effective
May 1, 2026. He will report to Tom Gentile, Hexcel Chairman, CEO and President. Coogan succeeds Mike Lenz who has been serving
as interim Chief Financial Officer. Lenz will remain for a period of time when Coogan joins the company as a Senior Advisor to
assist with the transition.
“Jamie brings the experience and the financial leadership that
will help Hexcel build on our momentum as we enter a period of growth with rising commercial aircraft production rates and an expanding
defense and space market,” said Tom Gentile, Chairman, CEO and President, Hexcel Corporation. “His experience in aerospace
and defense companies and broader industrial manufacturing organizations will enable him to make a meaningful impact quickly on
Hexcel’s strategic priorities.”
“I also want to thank Mike Lenz for his steady leadership as
interim Chief Financial Officer of Hexcel,” added Gentile. “Mike’s contributions during this period have been
invaluable while we conducted the search for a new CFO and we appreciate his continued support during the transition.”
Coogan most recently served as Executive Vice President and Chief Financial
Officer at Axcelis Technologies (Nasdaq: ACLS), a supplier in the semiconductor industry, having joined the company in September
2023. Previously he served as Senior Vice President, Chief Financial Officer at Kaman Corporation (formerly traded on the NYSE
under the symbol KAMN). During his 15 years at Kaman, he held various management positions including Vice President, Investor Relations
and Corporate Development, Assistant Vice President, External Reporting and SEC Compliance, and Director, External Reporting and
SEC Compliance.
Coogan has more than 20 years of finance, accounting and investor
relations experience across multiple industries, including aerospace and defense. After starting his career at PwC, he held several financial
management roles at Ann Taylor Stores Corporation and Mohegan Tribal Gaming Authority before joining Kaman.
Coogan holds an MBA from the Yale School of Management, an M.S. in
Accounting and a B.S. in Business Administration, Accounting from the University of Connecticut.
###
About
Hexcel
Hexcel
Corporation is a global leader in advanced lightweight composites technology.
We provide innovative, high-performance material solutions that are lighter, stronger and tougher, shaping a world that moves
farther, smarter and more efficiently. Our broad and unrivaled product range includes carbon fiber, specialty reinforcements,
prepregs and other fiber-reinforced matrix materials, honeycomb, resins, engineered core, and composite structures for use in
commercial aerospace, defense and space, and industrial applications.
2 | HEXCEL
CORPORATION
Contact
Chuck Cadena|
Vice President, Global Corporate Marketing & Communications | chuck.cadena@Hexcel.com | (203) 352-0341