Celanese Corp DEF 14A, filed Mar 24, 2025

Celanese Corp (CE)

DEF 14A 2025-03-24 For: 2025-05-14

View Original

Added on June 12, 2026

About this DEF 14A

Celanese Corp filed this DEF 14A on March 24, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


þ			No fee required

¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Table of Contents
MESSAGE TO SHAREHOLDERS FROM OUR CHAIR OF THE BOARD			iii
MESSAGE TO SHAREHOLDERS FROM OUR CEO			iv

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1

VOTING INFORMATION			3

PROXY STATEMENT SUMMARY			4
Director Nominees			4
Director Nominee Highlights			5
Performance Highlights			6
Additional Information			6
Corporate Governance Highlights			6

PROXY STATEMENT			8
Information About Solicitation and Voting			8

GOVERNANCE			9
ITEM 1: ELECTION OF DIRECTORS			9
Director Nominees			12
Board and Committee Governance			25
Board Oversight			33
Shareholder Engagement			38
Additional Governance Matters			39
Director Compensation			41
Director Independence and Related Person Transactions			43

STOCK OWNERSHIP INFORMATION			46
Principal Shareholders and Beneficial Owners			46

Securities Authorized for Issuance Under Equity Compensation Plans			47

AUDIT MATTERS			49
Audit Committee Report			49
ITEM 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50

EXECUTIVE COMPENSATION*			52
ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			53
Compensation Discussion and Analysis			54
Compensation Risk Assessment			74


Compensation and Management Development Committee Report			75
Compensation Tables			76

CEO Pay Ratio			90
Pay Versus Performance			91

ADDITIONAL MANAGEMENT PROPOSALS			96
ITEMS 4a, 4b, 4c and 4d: APPROVAL OF AMENDMENTS OF OUR CERTIFICATE OF INCORPORATION TO REMOVE AND REPLACE SUPERMAJORITY VOTE REQUIREMENTS			96
ITEM 4a: APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO PROVIDE THAT OUR BY-LAWS MAY BE AMENDED BY MAJORITY VOTE			97
ITEM 4b: APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW OUR CERTIFICATE OF INCORPORATION TO BE AMENDED IN THE FUTURE BY MAJORITY VOTE			98
ITEM 4c: APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW FILLING OF OPEN BOARD SEATS AT STATUTORILY REQUIRED SPECIAL MEETINGS UNDER THE STANDARD IN THE BY-LAWS			99
ITEM 4d: APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO ALLOW DIRECTORS TO BE REMOVED BY MAJORITY VOTE			100
SHAREHOLDER PROPOSAL			102
ITEM 5: ADVISORY VOTE ON SHAREHOLDER PROPOSAL REQUESTING SIMPLE MAJORITY VOTE CHARTER AND BY-LAWS AMENDMENTS			102
Shareholder Proposal			102
The Board’s Statement in Opposition			103

QUESTIONS AND ANSWERS			104
Annual Meeting Information			104
Proxy Materials and Voting Information			107
Company Documents, Communications and Shareholder Proposals			110

EXHIBIT A			A-1
Non-U.S. GAAP Financial Measures			A-1

EXHIBIT B			B-1
Proposed Amendments to Our Certificate of Incorporation			B-1

*Detailed table of contents for compensation topics on page 52.


Date and Time:						May 14, 2025, 1:30 p.m. (Central Daylight Saving Time)
Virtual Meeting Website:						Online at www.virtualshareholdermeeting.com/CE2025
Items of Business:						● To elect Bruce E. Chinn, Edward G. Galante, Timothy Go, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Christopher Kuehn, Ganesh Moorthy, Kim K.W. Rucker, Scott M. Sutton and Scott A. Richardson to serve until the 2026 Annual Meeting of Shareholders, and until their successors are elected and qualified or their earlier resignation;
						● To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2025;
						● To hold an advisory vote to approve executive compensation;
						● To approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “certificate of incorporation”) to remove and replace supermajority voting requirements, specifically: a.To Provide That Our By-laws May Be Amended by Majority Vote; b.To Allow Our Certificate of Incorporation to be Amended in the Future by Majority Vote; c.To Allow Filling of Open Board Seats at Statutorily Required Special Meetings Under the Standard in the By-laws; and d.To Allow Directors to Be Removed by Majority Vote; and
						● To hold an advisory vote on a shareholder proposal requesting simple majority vote charter and by-laws amendments, if properly presented; and
						● To transact such other business as may properly come before the meeting and any adjournments and postponements thereof in accordance with the provisions of the Company’s Seventh Amended and Restated By-laws, as amended (the “by-laws”).
Record Date:						You are entitled to attend the 2025 Annual Meeting virtually and to vote if you were a shareholder at the close of business on March 17, 2025.


Edward G. Galante	AGE: 74	Independent Director Since: 2013

	Experience: •ExxonMobil Corporation (NYSE: XOM), international oil and gas company ◦SVP (2001 – 2006) •ExxonMobil Chemical Company, global chemical company ◦EVP (1999 – 2001) ◦Various management positions (1972 – 1999) Skills and Qualifications: •Operational: resulting from his decades of operations and commercial experience in the petroleum and chemical manufacturing industry, including as SVP of ExxonMobil. Over the course of his career he has overseen the worldwide Downstream business, refining and supply, fuels marketing, lubricants, and specialties, which enables him to provide the Board with valuable long-term insight into industry and commercial prospects, and capital deployment optimization. •Environmental and Sustainability: gained from his significant experience leading ExxonMobil's environmental, health and safety (EHS) activities, his service as director and chair of the EHS Committee of leading provider of environmental and industrial services, and further demonstrated through his time on Marathon Petroleum’s Sustainability Committee and on the Environmental, Health, Safety and Security committee at Andeavor. •Global Experience: developed during his more than 34 years at one of the world’s largest oil and gas company and chemical manufacturers, in a variety of domestic and international roles including as SVP with oversight of over 40 refineries worldwide, marketing, and sales activities in nearly 200 countries and territories. •Governance / Risk Management: developed significant expertise in overseeing company strategy and robust governance practices over nearly 20 years of public company board experience, as well as valuable cross-industry perspective into best-practices for driving value-creating behavior of leadership teams through his chair leadership and member service on large-company compensation committees. Education: •B.S., Civil Engineering, Northeastern University
Independent Board Chair (since 2024)

Committees: •Stewardship •Compensation and Management Development

Other Public Company Directorships: •Marathon Petroleum Corporation (NYSE: MPC), integrated, downstream energy company (since 2018) •Clean Harbors Inc. (NYSE: CLH), environmental and industrial services company (since 2007) •Linde plc (Nasdaq: LIN), global multinational chemical company (2018 – 2023) •Praxair Inc. (NYSE: PX) (merged with Linde AG and rebranded as Linde plc in 2018), global industrial gases company (2007 – 2018) •Andeavor Corporation (NYSE: ANDV) (formerly Tesoro Corp., acquired by Marathon Petroleum Corporation in 2018), marketing, logistics and refining company (2016 – 2018) •Foster Wheeler AG (Nasdaq: FWLT) (acquired by AMEC plc in 2014), global engineering company (2007 – 2014)

Other Affiliations: •Vice Chair, Northeastern University Board of Trustees •Director, United Way Foundation of Metropolitan Dallas


CELANESE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


			Celanese 2025 / Notice of Annual Meeting and Proxy Statement / i



Scott A. Richardson Chief Executive Officer, President and Director


Bruce E. Chinn	AGE: 67	Independent Director Since: 2024

	Experience: •Chevron Phillips Chemical Company LLC, global petrochemical company ◦President and CEO (2021 – 2024) •Chevron Oronite, global lubricant and fuel additives business ◦President (2018 – 2020) •Chevron Corporation (NYSE: CVX), multinational energy company ◦Various operational and leadership roles (2006 – 2018) •Invista, multinational chemical company ◦Plant Manager (2004 – 2005) •DuPont (NYSE: DD), multinational chemical company ◦Various manufacturing, technical, commercial and business leadership roles (1978 – 1997) Skills and Qualifications: •Chemicals Industry Experience: gained through more than 5 decades of deep experience at large multinational chemical and petrochemical companies and evidenced through his leadership in leading industry trade and professional associations. •Operational: acquired through his extensive experiences in various operational, manufacturing and business roles at Chevron and DuPont focused on performance and safety, which provides the Board with valuable insights as they monitor and assess the Company’s strategic direction, key initiatives, and significant investments. •Governance / Risk Management: developed through his leadership of global companies, where he was responsible for delivering growth while overseeing and managing risk, further gained during his significant career in key operational and production roles where he was responsible for all aspects of identifying, evaluating and mitigating potential risks to company operations. Education: •B.S., Chemical Engineering, Texas A&M University


Committees: •Audit •Stewardship

Other Public Company Directorships: •Waste Management Inc. (NYSE: WM), waste management and environmental services company (since 2023) )

Other Affiliations: •Director, Chevron Phillips Chemical Company LLC, global petrochemical company (2021 – 2024) •Director, American Institute of Chemical Engineers Foundation Board of Trustees •Board Member, Texas A&M Association of Former Students •Former Director, American Chemistry Council •Former Executive Committee, Alliance to End Plastic Waste


Timothy Go	AGE: 58	Independent Director Since: 2024

	Experience: •HF Sinclair Corporation (NYSE: DINO), independent energy company ◦President and CEO (since 2023) ◦President and COO (2021 – 2023) ◦EVP and COO (2020 – 2021) •Calumet Specialty Products Partners (Nasdaq: CLMT), specialty hydrocarbon products company ◦CEO (2016 – 2020) •Flint Hills Resources (subsidiary of Koch Industries), refining company ◦Vice President, Operations (2012 – 2015) ◦Vice President, Operations Excellence (2011 – 2013) •Koch Industries, multinational conglomerate ◦Managing Director, Operations Excellence (2008 – 2011) •ExxonMobil Corporation (NYSE: XOM), international oil and gas company ◦Various operational, strategic supply chain roles (1989 – 2008) Skills and Qualifications: •M&A and Financial Transactions: developed as CEO of HF Sinclair overseeing the completion of transactions with HollyFrontier and Holly Energy Partners, successfully integrating and optimizing assets across the combined company, creating a large petroleum and renewable fuels company, significantly extending the reach of its network of pipelines and storage facilities and enhancing its earning power to capture new organic growth opportunities. •Operational: possesses deep leadership and technical experience in large and complex manufacturing operations – including demonstrated success in renewable energy production, plant safety and reliability – which gives him keen insights into our long-term strategy and daily operations. •Environmental and Sustainability: gained through leading one of the largest renewable fuels companies, and his role as CEO of a specialty hydrocarbon products company, which provides the Board his unique perspectives on development and use of alternative fuels. •Governance / Risk Management: acquired from serving in a variety of senior operations roles with responsibility for developing and implementing risk management strategies, monitoring related exposures, and communicating those details to other senior management, which allows him to provide the Board with insights and monitor the Company’s risk performance. Education: •B.S., Chemical Engineering, University of Texas at Austin


Committees: •Finance and Business Review •Stewardship

Other Public Company Directorships: •HF Sinclair (NYSE: DINO), petroleum refining company (since 2023) )

Other Affiliations: •Director, Koch Pipeline Co. (subsidiary of Koch Industries) (2008 – 2015) •University of Texas Engineering Advisory Board •Ronald McDonald House of Dallas Board


Kathryn M. Hill	AGE: 68	Independent Director Since: 2015

	Experience: •Cisco Systems Inc. (Nasdaq: CSCO), multinational digital communications company ◦Executive Advisor (2011 – 2013) ◦SVP, Development Strategy and Operations (2009 – 2011) ◦SVP, Access Networking and Services Group (2008 – 2009) ◦SVP, Ethernet Systems and Wireless Technology Group (2005 – 2008) ◦Other roles of increasing responsibility (1997 – 2005) •Hughes Network Systems, satellite internet provider company ◦Various engineering roles (1982 – 1993) Skills and Qualifications: •Strategic Planning: developed during over 30 years of business management and leadership experience, including in multiple senior executive roles at Cisco Systems where she executed long-term commercialization strategies, led multiple acquisitions, and developed and successfully commercialized large complex enterprise products and services. •Innovation: gained through leadership roles at large technology companies, including service on Cisco’s development council; Ms. Hill possesses practical knowledge and experience in enhancing manufacturing and commercial effectiveness through technology and a digital transformation approach. •Governance / Risk Management: developed deep governance and information security expertise from long tenures at large technology companies where she had direct responsibility for systems and networks, and further developed through board membership at high-profile and complex technology-driven companies. Education: •B.S., Mathematics, Rochester Institute of Technology


Committees: •Compensation and Management Development •Stewardship, Chair

Other Public Company Directorships: •Moody’s Corporation (NYSE: MCO), global integrated risk assessment company (since 2011) •NetApp Inc. (Nasdaq: NTAP), data infrastructure company (2013 – 2024) )


David F. Hoffmeister	AGE: 70	Independent Director Since: 2006

	Experience: •Life Technologies Corporation (acquired by Thermo Fisher Scientific in 2014), global life sciences company ◦SVP and CFO (2008 – 2014) •Invitrogen Corporation (Nasdaq: IVGN) (merged with Applied Biosystems to form Life Technologies Corporation in 2008), biotechnology company ◦CFO (2004 – 2008) •McKinsey & Company, multinational strategy and management consulting firm ◦Leader of North American Chemical Practice (1998 – 2004) ◦Senior Partner (1984 – 2004) Skills and Qualifications: •Chemicals Industry Experience: possesses an extensive knowledge of chemical and materials manufacturing due to his time as the head of McKinsey’s North American chemical practice and as CFO of multibillion dollar life sciences companies, Mr. Hoffmeister also has a significant knowledge of the medical and pharmaceutical industries, which provides valuable experience to effectively guide efforts to grow the Company’s Engineered Materials business. •M&A and Financial Transactions: developed strong insight into successful acquisition execution, integration, and synergy capture as a result of leading, as CFO, the multibillion-dollar merger and integration of two life sciences companies into a combined company, Life Technologies, with approximately 10,000 employees, as well as playing an integral role in the subsequent $14 billion acquisition of the company by Thermo Fisher. •Government and Regulatory: gained through his senior roles at life science and biotechnology companies, which required understanding, navigating and remaining current on complex regulations from relevant government agencies such as the FDA, knowledge of Good Manufacturing Practices (GMP), and clinical trial protocols including drug safety reporting as well as data privacy laws. •Strategic Planning: developed strong expertise in corporate strategy through his 20-year career at McKinsey & Company. As a Sr. Partner at the firm, Mr. Hoffmeister advised companies in the healthcare, private equity, and chemical industries, giving him diverse industry knowledge on strategic initiatives. •Governance / Risk Management: acquired through service on other public and private company boards strengthening the Celanese Board’s oversight capabilities. Education: •B.A., Business Administration and Management, University of Minnesota •MBA, University of Chicago Booth School of Business


Committees: •Audit •Finance and Business Review •Nominating and Corporate Governance

Other Public Company Directorships: •StepStone Group Inc. (Nasdaq: STEP), global private markets firm (since 2020) •ICU Medical Inc. (Nasdaq: ICUI), medical technology company (since 2018) •Glaukos Corporation (NYSE: GKOS), ophthalmic medical technology and pharmaceutical company (since 2014) )

Other Affiliations: •Director, Kaiser Permanente, healthcare company (since 2014)


Dr. Jay V. Ihlenfeld	AGE: 73	Independent Director Since: 2012

	Experience: •3M Company (NYSE: MMM), multinational technology and innovation company ◦SVP, Asia Pacific (2006 – 2012) ◦SVP, Research and Development (2002 – 2006) ◦EVP, 3M Japan (2001 – 2003) ◦VP, Performance Materials and various leadership and technology roles (1978 – 2001) Skills and Qualifications: •Innovation: gained from his nearly 50 years of experience at large multinational technology and innovative companies including roles leading research, development, innovation, and commercialization of chemical and performance materials products in multiple regions around the globe, which allows him to contribute invaluable knowledge to the Board’s oversight of our product innovation, development, and commercialization initiatives. •Global Experience: developed a strong global perspective, while serving various international leadership roles including as 3M’s Senior Vice President, Asia Pacific and Executive Vice President of 3M’s Sumitomo partnership, enabling him to provide significant insights to support the Board’s and management’s understanding of global businesses and geopolitical considerations, particularly given Celanese’s significant global expansion in recent years. •Operational: resulting from his deep experience in environmental and manufacturing strategy in the chemical sector at 3M, where as early as 2000 the company set goals to address environmental issues in eco-efficiency and pollution. Education: •B.S., Chemical Engineering, Purdue University •PhD, Chemical Engineering, University of Wisconsin-Madison


Committees: •Audit •Stewardship

Other Public Company Directorships: •Ashland Global (NYSE: ASH), global specialty materials company (2017 – 2024) )

Other Affiliations: •University of Wisconsin-Madison College of Engineering Industrial Advisory Board


Deborah J. Kissire	AGE: 67	Independent Director Since: 2020

	Experience: •Ernst & Young LLP, an independent registered public accounting firm ◦Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group and various other various leadership positions, including Vice Chair and Regional Managing Partner for the East Central and Mid-Atlantic Regions and U.S. Vice Chair of Sales and Business Development (1979 – 2015) Skills and Qualifications: •Finance and Audit: acquired through her more than 35-year career and leadership roles at Ernst & Young, Ms. Kissire possesses a thorough, multi-industry perspective to the complexities of strategic planning, balance sheet and cash management, risk oversight, and financial reporting. •Strategic Planning: developed significant experience at Ernst & Young leveraging her vision for strategic firm initiatives and programs, leading significant acquisitions, and prioritizing on governance, global branding, and various employee development opportunities, which provides unique insights to the Board as they oversee a variety of strategic initiatives including those that support the Company’s strong focus on employee safety and well-being. •Governance / Risk Management: brings significant experience in senior positions at Ernst & Young and her service on other large public company boards, with particular expertise in enhancing strong governance over financial reporting, enterprise risk management programs, and internal controls; her depth of experience gives her a sophisticated ability to gauge risk in financial, accounting, and tax matters; additionally, Ms. Kissire served as an executive advisor for EY’s offering in Cyber Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing and mitigating cyber-attacks. Education: •BBA, Accounting, Texas State University •Former Certified Public Accountant


Committees: •Audit, Chair •Nominating and Corporate Governance

Other Public Company Directorships: •Axalta Coating Systems Ltd. (NYSE: AXTA), a leading provider of liquid and powder coatings (since 2016) •Omnicom Group Inc. (NYSE: OMC), a global marketing and corporate communications holding company (since 2016) •Cable One Inc. (NYSE: CABO), a leading American cable and internet service provider (since 2015) )

Other Affiliations: •Former Advisory Board for Texas State University’s McCoy College of Business


Michael Koenig	AGE: 61	Independent Director Since: 2022

	Experience: •Nobian Industrial Chemicals B.V., industrial chemicals company ◦CEO (since 2021) •Elkem ASA (FRA: 1DP), silicon-based advanced materials company ◦CEO (2019 – 2021) •China National Bluestar Group, specialty chemicals company ◦CEO (2016 – 2019) •Bayer AG (OTCMKTS: BAYRY), life sciences company ◦Head of Business Unit – Bayer Material Science (2010 – 2013) ◦CEO – Bayer China (2007 – 2010) ◦Global Head of Production and Technology – Bayer Material Science (2004 – 2007) ◦Managing Director – Bayer Polymers Shanghai (2000 – 2004) ◦Multiple senior executive positions in Germany and China (1990 – 2015) Skills and Qualifications: •Operational: gained throughout his significant career in leading multibillion dollar chemical manufacturers – with thousands of employees and operations in dozens of countries – which provides the Board valuable insights related to complex global manufacturing, distribution, and sales operations. •Global Experience: developed deep expertise in global markets including China, where he served as a senior chemicals and materials executive for nearly fifteen years, and Europe, where he has been CEO of multiple large chemical manufacturing companies, allowing him to bring geopolitical and cross-border expertise in global markets where the Company has significant operations and customer bases. •Environmental and Sustainability: acquired through his service as CEO of multiple companies headquartered in Europe, which has high expectations and significant regulations for environmentally friendly operations; further developed in his role with Nobian, a European leader in the production of high-purity salt and essential chemicals used for green energy and sustainable value chains. •Governance / Risk Management: acquired significant expertise after serving on a number of public company boards across an array of industries serving international markets. Education: •M.S., Chemical Process Engineering, Technical University Dortmund University


Committees: •Stewardship •Compensation and Management Development

Other Public Company Directorships: •Symrise AG (OTCMKTS: SYIEY), food and cosmetic flavor and fragrance ingredients company (Chair, since 2020) •Conzzeta AG (SWX: CON) (rebranded as Bystronic AG in 2021), sheet-metal processing company (2020 – 2021) •Elkem ASA (FRA: 1DP), silicon-based advanced materials company (Chair, 2018 – 2019) •Bayer AG (OTCMKTS: BAYRY), life sciences company (2013 – 2015) •REC Solar Group, solar power company (2017-2020) )

Other Affiliations: •Director, Nobian Industrial Chemicals B.V., industrial chemicals company (since 2021)


Christopher J. Kuehn	AGE: 52	Independent Director Since: 2025

	Experience: •Trane Technologies plc (NYSE: TT), a global climate innovator ◦EVP and CFO (since 2021) ◦SVP and CFO (2020 – 2021) •Ingersoll Rand plc, (rebranded as Trane Technologies in 2020) multinational industrial company ◦VP and Chief Accounting Officer (2015 – 2020) •Whirlpool Corp (NYSE: WHR), home appliances company ◦Corporate Controller and Chief Accounting Officer (2012 – 2015) •SPX Corporation (NYSE: SPXC), manufacturing company ◦CFO, Thermal Equipment and Services Segment (2008 – 2012) ◦Assistant Corporate Controller (2007 – 2008) ◦Director, Corporate Accounting – Business Unit Operations (2006 – 2007) •PricewaterhouseCoopers LLP, multinational professional services firm ◦Various roles progressing to Senior Manager (1994 – 2006) Skills and Qualifications: •Risk Management: gained through his roles as CFO and CAO roles leading risk management among other functions at multiple multibillion dollar global manufacturing companies, providing the Board with deep risk management expertise. •M&A and Financial Transactions: acquired through his current role as CFO of a global climate innovator where he is responsible for all finance functions, including investor relations, financial planning and analysis, treasury, strategic business unit finance, as well as his experience with M&A integration, financial transactions, and strategy development evidenced by the spin-off of Ingersoll Rand’s Industrial Segment completed in early 2020. •Finance and Audit: developed during his time at PwC and various accounting and controller positions where he was responsible for overseeing the accounting and financial functions as well as budgeting, financial reporting, and internal controls. Education: •B.S., Accounting, State University of New York College at Geneseo •MBA, University of Rochester – Simon Business School


Committees: •Audit •Finance and Business Review

Other Affiliations: •Executive Committee Member, Junior Achievement of Central Carolinas )


Ganesh Moorthy	AGE: 65	Independent Director Since: 2023

	Experience: •Microchip Technology Inc. (Nasdaq: MCHP), semiconductor company ◦President and CEO (2021 – 2024) ◦President and COO (2016 - 2021) ◦COO (2009 - 2016) ◦EVP (2006 - 2009) ◦VP – Microchip Divisions (2001 - 2006) •Cybercilium Inc., business intelligence solutions company ◦CEO and Co-founder (2000 – 2001) •Intel Corp. (Nasdaq: INTC), technology company ◦Various roles in Engineering, Operations, and General Management at Intel Corporation (1981 – 2000) Skills and Qualifications: •Innovation: acquired strategic insights into the high-technology sector, which is a key customer base for the Company, through a more-than-40-year career in the semiconductor industry, including serving in multiple senior leadership positions, which provides the Board with strategic insights into global industry, business and market trends, and the supply needs of that sector. •Operational: developed deep expertise in global manufacturing operations and complex supply chains as CEO and President of a leading multibillion dollar semiconductor manufacturer with over 20 manufacturing, R&D, and supply locations globally; as a result of that experience Mr. Moorthy also possesses an appreciation of a long-term investment decision cycle similar to that in the Company’s industry. •M&A and Financial Transactions: gained proven and extensive M&A experience during his time with Microchip Technology, where he has been actively involved with planning and integrating 17 acquisitions, including seven acquired public companies. •Governance / Risk Management: gained experience strengthening corporate governance and oversight over the course of his tenure on other public company boards, including in the chemicals industry. Education: •B.S., Physics, University of Bombay, India •B.S., Electrical Engineering, University of Washington •MBA, Marketing, National University


Committees: •Nominating and Corporate Governance •Compensation and Management Development

Other Public Company Directorships: •Microchip Technology Inc. (Nasdaq: MCHP), semiconductor company (2021 – 2024) •Rogers Corporation (NYSE: ROG), specialty engineered materials company (2013 – 2024) )

Other Affiliations: •Director, Ayar Labs, silicon photonics for chip-to-chip connectivity company (since 2024) •Director, Semiconductor Industry Association (2022 – 2024) •Director, Global Semiconductor Alliance (2022 – 2024) •University of Washington – Electrical Engineering Advisory Board (2012 – 2019) •Director, Shanghai Huahong Grace Semiconductor (2010 – 2014) •Cybercilium Inc., business intelligence solutions company (Chair, 2000 – 2001)


Kim K.W. Rucker	AGE: 58	Independent Director Since: 2018

	Experience: •Andeavor (NYSE: ANDV) (formerly Tesoro Corp., acquired by Marathon Petroleum Corporation in 2018), marketing, logistics and refining company ◦EVP, General Counsel and Secretary (2016 – 2018) •Kraft Foods Group Inc. (Nasdaq: KHC), food and beverage company ◦EVP Corporate and Legal Affairs, General Counsel and Corporate Secretary (2012 – 2015) •Avon Products (AVP.DE), global beauty and related products company ◦SVP, General Counsel and Chief Compliance Officer (2008 – 2012) •Kimberly-Clark Corp (NYSE: KMB), consumer goods and personal care company ◦Corporate Counsel •Sidley Austin LLP, law firm ◦Partner – Corporate and Securities Group Skills and Qualifications: •Governance / Risk Management: possesses deep governance expertise developed over her tenure as a leader on various corporate boards and committees and through an extensive career as general counsel of multiple large public companies across different industries managing legal, compliance, crisis management, and human capital matters and functions; not only skilled at assessing and mitigating legal and regulatory risks and developing risk mitigation strategies, she is also adept at identifying and driving opportunities to create value. •M&A and Financial Transaction: gained significant experience negotiating, executing and integrating multiple large and high-profile acquisitions during various general counsel roles including the $45 billion buyout that created Energy Future Holdings (at the time the largest leveraged buyout in history), the $45 billion merger of Kraft Foods Group with Heinz to create the world’s fifth largest food and beverage company, Andeavor’s $6 billion acquisition of Western Refining Logistics and the acquisition of Andeavor by Marathon Petroleum for over $20 billion. •Government and Regulatory: acquired through her roles as general counsel and chief compliance officer in oil and gas, food and beverage, and personal care industries overseeing compliance with laws and regulations; Ms. Rucker provides a multi-industry, multi-disciplinary perspective to the Board’s oversight of the Company’s operational, governance, and regulatory affairs. Education: •B.B.A, Economics, University of Iowa •M.A., Public Policy, John F. Kennedy School of Government at Harvard University •J.D., Harvard Law School


Committees: •Compensation and Management Development •Nominating and Corporate Governance, Chair

Other Public Company Directorships: •GE Vernova Inc. (NYSE: GEV), a global leader driving electrification and decarbonization (since 2024) •HP Inc., (NYSE: HPQ), technology company (since 2021) •Marathon Petroleum Corporation (NYSE: MPC), integrated, downstream energy company (since 2018) •Lennox International Inc. (NYSE: LII), global climate control products company (2015 – 2024) )

Other Affiliations: •Director, Haven for Hope •Johns Hopkins Medicine Board of Trustees


Scott M. Sutton	AGE: 60	Independent Director Since: 2025

	Experience: •Olin Corporation (NYSE: OLN), global manufacturer and distributor of chemical products and ammunition ◦President and CEO (2020 – 2024) •Prince International Corporation (now part of Vibrantz Technologies), chemical manufacturing company ◦President and CEO (2019 – 2020) •Celanese Corporation (NYSE: CE), global chemical and specialty materials company ◦COO (2017 – 2019) ◦EVP and President, Materials Solutions (2015 – 2017) ◦VP, Supply Chain and General Manager, Engineered Materials (2015) ◦VP, Supply Chain (2014 – 2015) ◦VP, Acetic Acid and Anhydride (2013 – 2014) •Chemtura AgroSolutions (NYSE: CHMT) (merged into Lanxess in 2017), specialty chemical manufacturer ◦President and General Manager (2011 – 2013) •Landmark Structures, a provider of design, engineering, and fabrication services ◦Business Manager, heavy industrial contracting (2008 – 2011) •Albemarle Corporation (NYSE: ALB), global leader in providing essential elements for mobility, energy, connectivity and health ◦Division VP, Global Stabilizers and Curative Business (2007 – 2008) ◦Director, Global JVs and Equity Investments (2006 – 2007) ◦Managing Director, Asia Pacific (2003 – 2006) ◦General Manager, Jordan Bromine Company (2001 – 2003) ◦Various marketing, finance and engineering roles (1990 – 2001) Skills and Qualifications: •Strategic Planning: experience driving strategic transformation and shareholder value creation by providing insights related to the development of strategic goals, as well as translating long-term vision into actionable plans, contributing to improved growth and profitability. •Chemicals Industry Experience: gained during his nearly four decades of service in the chemical manufacturing industry, including four years at Olin Corporation, five years at Celanese previously and 18 years at Albemarle Corporation, his extensive knowledge of chemical and material manufacturing gives him a unique perspective on the competitive landscape and market dynamics within the sector. •Operational: resulting from his years of operational and commercial expertise as Chairman of the Operating Improvement Committee at Olin Corporation and COO at Celanese, during which he oversaw manufacturing, supply chain, R&D, commercial and procurement, giving him actionable insights as it relates to global manufacturing, sales and distribution strategies. Education: •B.S., Engineering, Louisiana State University


Committees: •Finance and Business Review, Co-Chair

Other Public Company Directorships: •Olin Corporation (NYSE: OLN), global manufacturer and distributor of chemical products and ammunition (2018 – 2024); Chairman of the Board (2021-2024)


Scott A. Richardson	AGE: 48	Director Since: 2025

	Experience: •Celanese Corporation ◦President and CEO (since 2025) ◦EVP and COO (2023 – 2024) ◦EVP and CFO (2018 – 2023) ◦SVP – Engineered Materials (2015 – 2018) ◦VP and General Manager – Acetyl Intermediates (2011 – 2015) ◦Global Commercial Director – Acetyl Intermediates (2009 – 2011) ◦Manager – Investor Relations (2009) ◦Business Analysis Manager (2006 – 2009) ◦Business Line Controller (2005 – 2006) •American Airlines Group Inc. (Nasdaq: AAL), national airline company ◦Senior Financial Analyst (2001 – 2005) Skills and Qualifications: •Operational: developed deep expertise over his two decades with the Company in key leadership roles most recently as EVP & COO prior to his appointment as CEO and combines business management expertise, financial and commercial skills, and a passion for the Company’s manufacturing operations; having led both of Celanese’s core businesses. •Strategic Planning: gained through service in a variety of senior roles including as EVP & CFO and as senior vice president of the Engineered Materials business where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. •Chemicals Industry Experience: gained during his two decades of service at the Company, in a number of key management roles, including positions overseeing the global Engineered Materials (EM) and Acetyl Chain (AC) businesses and additional roles as manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. •Global Experience: possesses strategic global vision through experience as a Celanese expat in China and leading multiple global Celanese businesses, providing unique leadership insight to broader Asian end-markets, a key geography for our growth strategy. Education: •B.A., Accounting, Westminster College •MBA, Texas Christian University


Committees: •Finance and Business Review, Co-Chair

Other Affiliations: •Director, American Chemistry Council


Board and Committee Self-Evaluation Process Summary
Process Design and Approval (July)	v	Discussion among management, NCG Chair and Lead Independent Director regarding key topics for assessment and creation of the Board and Committee questionnaire.
		Topics generally include Board and committee structure, oversight, allocation of responsibilities among committees, approach to meetings, individual director assessments, culture and strategic or business topics of particular current importance.
	v	NCG Committee recommends process for Board approval in July.
Questionnaire (July - August)	v	Board members complete and provide comments on detailed questionnaire.
		Includes specific questions and topics for each committee.
One-on-One Conversations (August - September)	v	Lead Independent Director holds one-on-one conversations with each director to discuss feedback and comments on the questionnaire, and any other topics a director wishes to raise.
	v	Lead Independent Director confers with the Chair/CEO and NCG Chair so that they understand any opportunities for improvement that may have been raised.
Report-Out to Committees and Board (October)	v	Feedback is reported to the Board and individual committees at the October meeting.
	v	The Board and each committee hold dedicated closed executive sessions in October to discuss assessment and provide any feedback to management.
Implementation of Feedback (Ongoing)	v	Management and directors coordinate to update policies and practices to incorporate director feedback.
	v	The Board reviews implementation progress in connection with the following year’s self-evaluation process.
		Opportunities identified and in the process of being implemented from recent self-evaluations include continued value capture from recent acquisitions, continued focus on deleveraging, continuing to refine the long-term strategy, adding context to topics presented to the Board, grounding of discussions in performance metrics, continued inclusion of competitive analysis, continued inclusion of investor insights, continued discussions of certain geopolitical risks, refreshment of Board onboarding process to include Board culture, enhance management understanding of Board requests and ongoing dialogue with management.


Topics of Interest to Shareholders			Our Perspective, Actions Taken and Actions Planned
Sustainability-focused product opportunities			● We see significant growth opportunities for products supporting future mobility, vehicle light-weighting and other end-product efficiencies as well as solutions manufactured from recycled or bio-based materials. ● We have re-designed our website to give customers a clearer picture of how our growing range of products and solutions can support our customers’ own sustainability goals.
Opportunities to reduce GHG emissions through products and operations			● We actively focus on reducing our Scope 1 and Scope 2 GHG emissions through capital investment projects to, among other things, improve energy efficiency, and through the procurement of renewable electricity. ● We plan to collaborate with raw material suppliers, logistics service providers, and other third-party vendors to reduce our Scope 3 GHG emissions in our supply chain, and in 2023 we increased capabilities of the supplier engagement team in furtherance of this goal.
Our progress towards calculating and disclosing our Scope 3 GHG emissions.			● We are focused on developing the capability to track and report on Scope 3 GHG emissions for the categories relevant to Celanese operations, and on incorporating the M&M Business into our own reporting.


Director Compensation Component			Amount
Annual Awards
Annual cash retainer (paid quarterly)			$125,000
Annual time-based restricted stock units (“RSU”)(one-year vesting)			$175,000
Incremental Awards for Board Leadership(1)
Annual cash fee for chair: (i) Nominating and Corporate Governance Committee, and (ii) Stewardship Committee			$15,000
Annual cash fee for chair: Compensation and Management Development Committee			$20,000
Annual cash fee for chair: Audit Committee			$25,000
Annual cash fee for Lead Independent Director			$40,000

(1) Effective as of July 2024, the Board approved an increase to the Lead Independent Director retainer from $35,000 to $40,000. Effective as of January 2025, the Board has an independent Chair rather than a Lead Independent Director. Effective as of March 1, 2025, the Board formed a new Finance and Business Review Committee and approved an annual cash retainer for any non-employee chair in the amount of $25,000.


Name(1) (a)	Fees Earned or Paid in Cash ($)(2) (b)		Stock Awards ($)(3) (c)	Total ($) (h)
Jean S. Blackwell		77,266	—	77,266
William M. Brown		56,401	—	56,401
Bruce E. Chinn		5,435	109,355	114,790
Edward G. Galante		145,000	174,853	319,853
Timothy Go		93,750	174,853	268,603
Kathryn M. Hill		105,000	174,853	279,853
David F. Hoffmeister		125,000	174,853	299,853
Dr. Jay V. Ihlenfeld		125,000	174,853	299,853
Deborah J. Kissire		150,000	174,853	324,853
Michael Koenig		125,000	174,853	299,853
Ganesh Moorthy		121,383	174,853	296,236
Kim K.W. Rucker		149,895	174,853	324,748


	Amount and Nature of Beneficial Ownership of Common Stock
	Common Stock Beneficially Owned(1)		Rights to Acquire Shares of Common Stock(2)	Total Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned


Dodge & Cox(3)	13,618,062		—	13,618,062	12.19
The Vanguard Group, Inc.(4)	13,077,014		—	13,077,014	11.70

Capital International Investors(5)	7,434,001		—	7,434,001	6.65
BlackRock, Inc.(6)	6,669,513		—	6,669,513	5.97

Directors(7)
Bruce E. Chinn	—		910	910	*
Edward G. Galante	13,773		1,114	14,887	*
Timothy Go	—		1,114	1,114	*
Kathryn M. Hill	9,474		1,114	10,588	*
David F. Hoffmeister	50,270		1,114	51,384	*
Dr. Jay V. Ihlenfeld	11,360		1,114	12,474	*
Deborah J. Kissire	100		1,114	1,214	*
Michael Koenig	2,203		1,114	3,317	*
Christopher J. Kuehn	—		—	—	*
Ganesh Moorthy	1,525		1,114	2,639	*
Scott M. Sutton	7,550		—	7,550	*
Kim K.W. Rucker	56		1,114	1,170	*
Named Executive Officers(7)

Thomas F. Kelly	57,997		12,548	70,545	*
Chuck B. Kyrish	5,914		4,673	10,587	*
Mark C. Murray	9,647		8,213	17,860	*
Scott A. Richardson(8)	67,244	(9)	21,481	88,725	*
Lori J. Ryerkerk(8)	158,034		71,343	229,377	*


All present directors, nominees and executive officers as a group (18 persons)(10)						240,343						52,501						290,145						*


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
	(a)		(b)			(c)
Equity compensation plans approved by security holders	1,057,218	(1)	$	131.82	(2)	16,185,066	(3)
Equity compensation plans not approved by security holders	—		$	—		—
Total	1,057,218		$	131.82		16,185,066


Dated: February 12, 2025	Deborah J. Kissire, Chair	(The Audit Committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Audit Committee report by reference therein.)
	Bruce E. Chinn
	David F. Hoffmeister
	Jay V. Ihlenfeld
	Christopher Kuehn


	Year Ended December 31,
	2024		2023
Audit Fees(1)	$	12,866,884	$	13,789,420
Audit-related Fees(2)	$	—	$	82,000
Tax Fees(3)	$	2,076,000	$	1,789,893
All Other Fees(4)	$	—	$	—
Total Fees	$	14,942,884	$	15,661,313


ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			53

COMPENSATION DISCUSSION AND ANALYSIS			54
CD&A Highlights			54
Named Executive Officers			55
We Follow Compensation Governance Best Practices			56

Human Capital Development			57


Compensation Philosophy and Elements of Pay			59
Compensation Philosophy			59
Compensation Objectives			59
Elements of Compensation			60
Setting Total Compensation			60
Our Use of Peer Groups			61
Compensation Decisions			62
Base Salary			62
Overall Incentive Plan Design			63
Annual Incentive Plan Awards			63
Long-Term Incentive Compensation			68
Compensation Governance			70
Compensation and Management Development Committee Oversight			70


Role of the CMDC’s Independent Compensation Consultant			70
Role of Management			71
Additional Information Regarding Executive Compensation			71
Other Compensation Elements			71
Executive Stock Ownership Requirements			72
Executive Compensation Clawback Policies			73

COMPENSATION RISK ASSESSMENT			74

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT			75

COMPENSATION TABLES			76
2024 Summary Compensation Table			76
2024 Grants of Plan-Based Awards Table			79
Outstanding Equity Awards at Fiscal 2024 Year-End Table			80
2024 Option Exercises and Stock Vested Table			82
2024 Pension Benefits Table			82
2024 Nonqualified Deferred Compensation Table			83
Potential Payments Upon Termination or Change in Control			84
Certain Equity Award Grants			90

CEO PAY RATIO			90
PAY VERSUS PERFORMANCE			91


Named Executive Officer						Title
Lori J. Ryerkerk(1)						Former Chair, Chief Executive Officer and President
Scott A. Richardson(1)						Chief Executive Officer and President, Former Executive Vice President and Chief Operating Officer
Chuck B. Kyrish						Senior Vice President and Chief Financial Officer
Thomas F. Kelly(2)						Former Senior Vice President, Engineered Materials
Mark C. Murray						Senior Vice President, Acetyls

(1) As previously announced, Ms. Ryerkerk was terminated without cause as Chief Executive Officer and President effective as of the end of the day on December 31, 2024, and Mr. Richardson was appointed to serve as Chief Executive Officer and President, effective as of January 1, 2025. Please see “Potential Payments on Termination or Change in Control — Post-Termination Table — Ms. Ryerkerk's Separation Agreement” for additional information. (2) As previously announced, Mr. Kelly ceased serving as Senior Vice President, Engineered Materials effective as of January 31, 2025 and continued to serve in a transition role through March 10, 2025, following which date he was terminated without cause. Todd F. Elliott was appointed to serve as Senior Vice President, Engineered Materials, effective as of February 3, 2025. Please see “Potential Payments on Termination or Change in Control — Post-Termination Table — Mr. Kelly's Separation Agreement” for additional information.


			What We Do

ü			Pay for performance, including using a high percentage of performance-based restricted stock units to ensure a significant portion of NEO compensation is performance-based and to align management’s interests with shareholders
ü			Reference a market peer group, evaluated annually to ensure it remains appropriate, when establishing compensation
ü			Maintain robust anti-hedging and anti-pledging policies
ü			Conduct an annual ”say-on-pay” advisory vote
ü			Engage regularly with our shareholders to receive feedback on business, governance and compensation matters
ü			Balance short- and long-term incentives, aligning long-term incentives with future performance and shareholder returns
ü			Include caps on individual payouts under incentive plans
ü			Maintain clawback policies that go beyond the requirements of SEC Rule 10D-1 and the associated NYSE listing standards, which can be triggered by a financial restatement, breach of our business conduct policy or certain restrictive covenants, among other matters, and which cover annual bonus and all long-term incentive awards
ü			Maintain market-aligned stock ownership guidelines requiring our CEO to hold shares valued at 6x base salary (4x for other NEOs)
ü			Apply double-trigger vesting in the event of a change in control under our long-term equity awards (i.e., participant must have a qualifying termination after the change in control event to receive benefits)
ü			Retain an independent executive compensation consultant reporting directly to the CMDC
ü			Include 100% independent directors on our CMDC
ü			Review annually executive compensation consultant and advisors for independence and performance

			What We Don’t Do

X			No change in control excise tax ”gross-up” agreements
X			No excessive perquisites
X			No tax ”gross-ups” for perquisites, except for relocation and expatriate benefits
X			No employment agreements or multi-year compensation guarantees
X			No stock option repricing, reloads or exchanges without shareholder approval
X			No dividend equivalents paid on unvested equity awards
X			No excessive risk-taking in our compensation programs


2024 External Recognition
Named one of the Best Employers in the Chemicals Sector as part of “2024 Best Companies to Work For” by U.S. News and World Report


Key Areas of CMDC Oversight		Additional Areas of Oversight by the Full Board
ü	Recruitment and retention initiatives	ü	CEO succession planning and support of the CMDC’s performance review for the CEO
ü	Human capital metrics, including workforce composition and skills	ü	Review of the CMDC’s work on other senior leadership succession planning
ü	Succession planning, including senior leadership	ü	Continue to monitor progress of cultural integration following the M&M Acquisition, aligned to key aspirational traits
ü	Workplace culture and talent strategy, and their support of business goals
ü	Health and wellness and other workforce wellbeing matters