Celanese Corp DEF 14A, filed Mar 9, 2023

Celanese Corp (CE)

DEF 14A 2023-03-09

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Added on June 12, 2026

About this DEF 14A

Celanese Corp filed this DEF 14A on March 9, 2023.

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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
LETTER TO SHAREHOLDERS FROM OUR CHAIR/CEO AND OUR LEAD INDEPENDENT DIRECTOR			1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			3

VOTING INFORMATION			4

PROXY STATEMENT SUMMARY			5
Director Nominees			5
Director Nominee Highlights			6
Environmental, Social and Governance Update			7
Performance Highlights			10
Additional Information			10

PROXY STATEMENT			11
Information About Solicitation and Voting			11

GOVERNANCE			11
ITEM 1: ELECTION OF DIRECTORS			12
Director Nominees			14
Board and Committee Governance			24
Board Oversight			32
Shareholder Engagement			36
Additional Governance Matters			38
Director Compensation			39
Director Independence and Related Person Transactions			41

STOCK OWNERSHIP INFORMATION			44
Principal Shareholders and Beneficial Owners			44
Securities Authorized for Issuance Under Equity Compensation Plans			46


AUDIT MATTERS			47
Audit Committee Report			47
ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			48

EXECUTIVE COMPENSATION*			50
ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			51
ITEM 4: ADVISORY APPROVAL OF SAY ON PAY VOTE FREQUENCY			52
Compensation Discussion and Analysis			53
Compensation Risk Assessment			76
Compensation and Management Development Committee Report			77
Compensation Tables			78
CEO Pay Ratio			92
Pay Versus Performance			93

MANAGEMENT PROPOSAL			97
ITEM 5: APPROVAL OF THE AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN			97

QUESTIONS AND ANSWERS			105
Annual Meeting Information			105
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
Amended and Restated 2018 Global Incentive Plan			B-1


*Detailed table of contents for compensation topics on page 50.


Date and Time:						April 20, 2023, 1:00 p.m. (Eastern Daylight Saving Time)
Virtual Meeting Website:						Online at www.virtualshareholdermeeting.com/CE2023
Items of Business:						● To elect Jean S. Blackwell, William M. Brown, Edward G. Galante, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Kim K.W. Rucker and Lori J. Ryerkerk to serve until the 2024 Annual Meeting of Shareholders, or 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 2023;
						● To hold an advisory vote to approve executive compensation;

						● To hold an advisory vote on the frequency of future advisory votes approving executive compensation;
						● To approve the Amended and Restated 2018 Global Incentive Plan; 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 (the “by-laws”).
Record Date:						You are entitled to attend the 2023 Annual Meeting virtually and to vote if you were a shareholder at the close of business on February 22, 2023.


Acetyl Chain			Engineered Materials

•Progress on several capital projects in Clear Lake, Texas to ◦increase renewable energy use and ◦turn industrial CO2 emissions into methanol via our Fairway Joint Venture with a projected start-up in late 2023 •Continue to leverage energy efficiency initiatives, such as our power and heat project at our Lanaken, Belgium site, focused on reducing steam usage, and considering limited carbon offsets through high-quality compensation measures as a carbon-footprint reduction tool •Announced availability of more sustainable versions of several Acetyl Chain products and expanded the ECO-B designation to these offerings			•Producing recycled content (designated as ECO-R) and mass balance biocontent (designated as ECO-B) to help customers incorporate renewable and recycled content into their products •Opened a new GUR ultra-high molecular weight polyethylene production line at our Bishop, Texas, manufacturing facility to support the increased demand for electric vehicles and lithium-ion battery separator supply •Acquired a majority of DuPont’s Mobility & Materials business, which offers complementary products in high-value, sustainability-related applications, such as materials for electric vehicles


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


			Celanese 2023 / Notice of Annual Meeting and Proxy Statement / i


Lori J. Ryerkerk
									Experience •Chief Executive Officer and President, Celanese (2019 – present); Chair (2020 – present) •Executive Vice President of Global Manufacturing of Shell Downstream Inc., the largest business of Royal Dutch Shell plc (now Shell plc), a global group of energy and petrochemical companies, where she led a team of 30,000 employees and contractors at refineries and chemical sites worldwide (2013 – 2018), Regional Vice President of Manufacturing in Europe and Africa responsible for the operation of five Shell Manufacturing facilities and five joint ventures (2010 – 2013) •Senior Vice President, Refining, Supply and Terminals at Hess Corporation, where she was responsible for refineries, terminals and a distribution network, and supply and trading (2008 – 2010) •Multiple operational and senior leadership roles in Refining and Chemicals Manufacturing, Power Generation, and various other groups including Supply, Economics and Planning, HSSE, and Public Affairs/Government Relations at ExxonMobil (1984 – 2008) •Former Independent Director at Axalta Coating Systems, a leading provider of liquid and powder coatings (2015 – 2019) Other Current Public Company Directorships •Independent Director at Eaton Corporation plc, a diversified power management company (2020 – present) Notable Affiliations •Board member, American Chemistry Council (2019 – present) •Board member, National Association of Manufacturers (2019 – present) Qualifications Provided to Our Board •Proven experience in P&L improvement, operational excellence and value creation in large, complex manufacturing organizations internationally and in the U.S., leading thousands of employees and multibillion dollar budgets at Shell, Hess and ExxonMobil •Leadership of multiple nine- and ten-figure acquisitions and divestitures to optimize manufacturing and operational portfolios •Significant experience in environmental and sustainability matters in the manufacturing and energy industries, including publication of Exxon’s first corporate-wide environmental, health and safety report, key involvement in the American Petroleum Institute’s establishment of guidelines for the calculation of greenhouse gas emissions, bringing keen insight to Celanese as we design, set and operationalize our sustainability targets and priorities •In multiple roles throughout her career, led multi-year improvements and safety and environmental metrics from individual manufacturing sites to large global businesses •Long history of effectively and influentially representing her companies and industries through trade associations and governmental committees in both the U.S. and abroad, including experience as the head of government relations and public affairs for the world’s largest energy company and broad experience in trade association leadership •External recognition includes being named as one of America’s Most Powerful Women in Business by Fortune, CEO of the Year by D (Dallas) Magazine (2020) and a member of the Department of Chemical and Biological Engineering Hall of Fame at Iowa State University (2021) Education •B.S. in chemical engineering, Iowa State University

Director since: 2019 Age: 60 Current Board Committees: None


Jean S. Blackwell
									Experience •Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a leading global designer, manufacturer, distributor and servicer of engines and engine-related products (2008 – 2013), after serving as Executive Vice President and Chief Financial Officer (2003 – 2008); Vice President, Cummins Business Services (2001 – 2003); Vice President, Human Resources (1998 – 2001); and Vice President and General Counsel (1997 – 1998) •Partner at the Indianapolis law firm of Bose McKinney & Evans LLP, where she practiced in the areas of financial and real estate transactions (1984 – 1991) •State of Indiana Budget Director (1993-1995) •Executive Director of the Indiana State Lottery Commission (1991-1992) •Former Independent Director, Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products (2007 – 2018) •Former Independent Director, Phoenix Companies Inc., a life insurance company (2004 – 2009) Other Current Public Company Directorships •Independent Chair of Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials (2016 – present) •Independent Director, Johnson Controls International plc, a leading diversified technology company (2018 – present) Notable Affiliations •Director, Building Tomorrow Qualifications Provided to Our Board •Chief financial officer and public company audit committee chair service at large and prominent public companies, which brings to the Board a valuable perspective on financial, accounting, capital structure and risk management matters •Deep insight into navigating an increasingly complex global regulatory environment from experience gained as a general counsel, law firm partner and state government leader •Leadership in incorporating ESG priorities into our business strategy, leveraging experience gained as EVP of Corporate Responsibility for Cummins, as head of HR at Cummins, as board chair of a leading publicly-traded specialty chemical and performance materials company and as chair of the governance and sustainability committee of a large-cap multinational diversified technology company Education •B.A. in economics, The College of William and Mary • University of Michigan

Director since: 2014 Age: 68 Current Board Committees: Audit Nominating and Corporate Governance


William M. Brown
									Experience •Executive Chair of the Board (2021 – 2022) and Chair and Chief Executive Officer (2019 – 2021) of L3Harris Technologies, Inc., successor to Harris Corporation, a global aerospace and defense technology company; President and Chief Executive Officer (2011 – 2019) and Chair (2014 – 2019), Harris Corporation •Various roles at United Technologies Corporation (UTC) (1997 – 2011), including as Senior Vice President, Corporate Strategy and Development (2011), President of UTC’s Fire & Security Division (2006 – 2011), additional U.S. and international roles at various divisions including Carrier Corporation’s Asia Pacific Operations and the Carrier Transicold division •Senior Engagement Manager McKinsey & Company •Project Engineer, Air Products and Chemicals, Inc. Other Current Public Company Directorships •Independent Director at Becton, Dickinson and Company, a global medical technology company (2022 – present) Notable Affiliations •Director, Fire Department of NYC Foundation Qualifications Provided to Our Board •Proven experience in the commercial, financial and cultural aspects of large M&A execution and integration, demonstrated through leading the $40 billion merger creating L3Harris, as well as M&A experience as SVP of Corporate Strategy and Development at United Technologies Corporation •Demonstrated leadership of complex global organizations, including his most recent executive role as Executive Chair and CEO of L3Harris, a global company with approximately $18 billion in revenue, 47,000 employees and customers in over 100 countries, following eight years as CEO of Harris Corporation •Insight into current cybersecurity issues globally through expertise in the defense industry as well as past service on the National Security Telecommunications Advisory Committee Education •B.S.,M.S. in mechanical engineering, Villanova University •MBA, The Wharton School, University of Pennsylvania

Director since: 2015 Age: 60 Current Board Committees: Compensation Nominating and Corporate Governance


Edward G. Galante
									Experience •Senior Vice President and Member of the management committee of Exxon Mobil Corporation, an international oil and gas company (2001 – 2006), Executive Vice President of ExxonMobil Chemical Company (1999 – 2001) and various management positions of increasing responsibility over more than 30 years with the company. •Former Independent Director at Foster Wheeler AG, global engineering conglomerate (2007 – 2018) Other Current Public Company Directorships •Independent Director at Linde plc, a leading industrial gas and engineering company (2018 – present), previously Independent Director with Praxair, Inc., an industrial gas company (2007 – 2018) prior to its combination with Linde •Independent Director at Clean Harbors, Inc., a leading provider of environmental and industrial services (2007 – present) •Independent Director at Marathon Petroleum Corporation, a leading, integrated, downstream energy company (2018 – present), previously Independent Director at Andeavor Corporation, a highly integrated marketing, logistics and refining company acquired by Marathon (2016 – 2018) Notable Affiliations •LSU Foundation •Board of United Way Foundation of Metropolitan Dallas •Board of Trustees of Northeastern University •Director, Artis-Naples Qualifications Provided to Our Board •Decades-long operational and commercial experience in the petroleum and chemical manufacturing industry, including as EVP of one of the largest chemical companies in the world (Exxon Mobil Chemical), giving the Board and executive leadership valuable long-term insight into industry and commercial prospects, and capital deployment optimization •Brings to the Board and the EHSQPP Committee significant experience in environmental, health and safety (EHS) issues, gained from leading Exxon Mobil's EHS activities, chairmanship of the EHS Committee of Clean Harbors, membership on Marathon Petroleum’s Sustainability Committee and membership on the Environmental, Health, Safety and Security committee at Andeavor •Chair leadership and member service on large-company compensation committees gives our CMDC a valuable cross-industry perspective into best practices in driving value-creating behavior of leadership teams in large organizations Education •B.S. in civil engineering, Northeastern University

Director since: 2013 Age: 72 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


Kathryn M. Hill
									Experience •Numerous executive-level positions at Cisco Systems, Inc., a communications and information technology company, including Executive Advisor (2011 – 2013); Senior Vice President, Development Strategy and Operations (2009 – 2011); Senior Vice President, Access Networking and Services Group (2008 – 2009); Senior Vice President, Ethernet Systems and Wireless Technology Group (2005 – 2008); and other roles of increasing responsibility •Various engineering positions of increasing responsibility at Hughes Network Systems, a satellite internet provider (1982 – 1993) Other Current Public Company Directorships •Independent Director at Moody’s Corporation, a global integrated risk assessment company (2011 – present) •Independent Director at NetApp, Inc., a global cloud-led, data-centric software company (2013 – present) Qualifications Provided to Our Board •Valuable insight into long-term commercialization strategies, through experience developing and successfully commercializing large complex enterprise products and services in multiple Senior Vice President roles at Cisco Systems •Practical knowledge and experience in enhancing our manufacturing and commercial effectiveness through digital strategies, gained from leadership experience at large technology companies, including service on Cisco’s development council •Long tenure at large technology companies and board membership at high-profile and complex technology-driven companies enabling her to advise the Board and management very effectively on governance and information security matters while chairing the EHSQPP Committee Education •B.S. in Mathematics, Rochester Institute of Technology

Director since: 2015 Age: 66 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


David F. Hoffmeister
									Experience •Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by ThermoFisher Scientific Inc. (2008 – 2014) •Chief Financial Officer of Invitrogen Corporation, a biotechnology company which merged with Applied Biosystems to form Life Technologies Corporation (2004 – 2008) •Senior partner at McKinsey & Company serving clients in the healthcare, private equity and chemical industries on issues of strategy (1984 – 2004), including as leader of McKinsey’s North American chemical practice (1998 – 2004) Other Current Public Company Directorships •Independent Director at Glaukos Corporation, an ophthalmic medical technology and pharmaceutical company (2014 – present) •Independent Director at ICU Medical Inc., a global leader in infusion systems, infusion consumables, and high-value critical care products (2018 – present) •Independent Director at StepStone Group Inc., a private markets investment firm (2020 – present) Notable Affiliations •Director at Kaiser Permanente, a private non-profit integrated managed care consortium (2014 – present) Qualifications Provided to Our Board •Long-standing knowledge of chemical and materials manufacturing, including from his time as the head of McKinsey’s North American chemical practice and as CFO of multibillion dollar life sciences companies •Valuable experience to effectively guide our efforts to grow our Engineered Materials business gained from deep knowledge of the medical and pharmaceutical industries through prior roles •Strong insight into successful acquisition execution, integration and synergy capture from 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, and then playing an integral role in that company’s later $14 billion acquisition by Thermo Fisher Education •B.A. in business administration and management, University of Minnesota •MBA, University of Chicago Booth School of Business

Director since: 2006 Age: 68 Current Board Committees: Audit Nominating and Corporate Governance


Dr. Jay V. Ihlenfeld
									Experience •Senior Vice President, Asia Pacific (2006 – 2012), for 3M Company, a leader in technology and innovation; Senior Vice President, Research and Development (2002 – 2006); Various other leadership and technology positions, including Vice President of the Performance Materials business and Executive Vice President of the Sumitomo/3M business in Japan, over 33 years Other Current Public Company Directorships •Independent Director at Ashland, Inc., a premier global specialty materials company (2017 – present) Notable Affiliations •Minnesota Orchestra •University of Wisconsin-Madison College of Engineering Industrial Advisory Board •Phi Delta Theta Foundation Trustee Emeritus Qualifications Provided to Our Board •Extensive experience related to research, development, innovation and commercialization of chemical and performance materials products in multiple regions around the globe, which engineering and business knowledge is invaluable to the Board’s oversight of our product innovation, development and commercialization initiatives •A strong global perspective, from experience including his time as 3M’s Senior Vice President, Asia Pacific and Executive Vice President of 3M’s Sumitomo partnership, is highly beneficial to the Board’s and management’s understanding of global business and geopolitical considerations, particularly as the M&M acquisition expands our end market presence in the Asia-Pacific region •Deep experience in environmental and manufacturing strategy in the chemical sector, which helps guide the Board’s oversight of our operational sustainability efforts Education •B.S. in chemical engineering, Purdue University •PhD in chemical engineering, University of Wisconsin-Madison

Director since: 2012 Age: 71 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


Deborah J. Kissire
									Experience •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, over a more than 35 year career at Ernst & Young LLP, an independent registered public accounting firm (1979 – 2015) Other Current Public Company Directorships •Independent Director at Cable One, Inc., a leading American cable and internet service provider (2015 – present) •Independent Director at Omnicom Group Inc., a global marketing and corporate communications holding company (2016 – present) •Independent Director at Axalta Coating Systems Ltd., a leading provider of liquid and powder coatings (2016 – present) Notable Affiliations •Advisory Board for Texas State University’s McCoy College of Business •Goodwill Industries of Greater Washington •Junior Achievement USA Qualifications Provided to Our Board •Ms. Kissire’s more than 35-year career and leadership roles at Ernst & Young, together with her service on other large public company audit committees, bring to our Audit Committee a thorough, multi-industry perspective to the complexities of our strategic planning, balance sheet and cash management, risk oversight and financial reporting •Experience leveraging her leadership skills and vision for strategic firm initiatives and programs at Ernst & Young in global branding, governance, and gender inclusiveness, such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and global Vision 2020 – which brings to our Board valuable experience in these areas key to our strategy Education •BBA in accounting, Texas State University

Director since: 2020 Age: 65 Current Board Committees: Audit Environmental, Health, Safety, Quality & Public Policy


Michael Koenig
									Experience •Chief Executive Officer and a member of the board of directors of Nobian Industrial Chemicals B.V., a privately-held European leader in the production of essential chemicals that spun out of Nouryon (2021 – present) •Chief Executive Officer of ELKEM ASA, a publicly-listed and Norwegian-headquartered global supplier of silicon-based advanced materials (2019 – 2021) •Chief Executive Officer of China National Bluestar Group, a specialty chemicals company (2016 – 2019) •Multiple senior executive positions in Germany and China at Bayer AG, a life sciences company (1990 – 2015) •Former Executive Board Member at Elkem ASA (2016 – 2021) •Former Independent Director at Conzzeta AG, a sheet-metal processing company now known as Bystronic AG (2016 – 2021) Other Current Public Company Directorships •Independent Chair of Symrise AG, a publicly-listed developer and producer of food and cosmetic flavor and fragrance ingredients headquartered in Germany (2020 – present) Qualifications Provided to Our Board •Current and recent service as CEO of multibillion dollar chemical manufacturers – with thousands of employees and operations in dozens of countries – bringing additional expertise to our complex global manufacturing, distribution and sales operations •Deep expertise in global markets where we have significant operations and customer bases including China, where he worked and served as a senior chemicals and materials executive for nearly fifteen years, and Europe, where he has been CEO and board member of multiple large chemical manufacturing companies, which brings geopolitical and cross-border expertise to the execution of our global strategy in markets around the world •Service as a CEO and board member of multiple companies headquartered in Europe brings a valuable perspective to our customer and sustainability efforts in that region Education •M.S. in chemical process engineering, TU Dortmund University

Director since: 2022 Age: 59 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


Kim K.W. Rucker
									Experience •Executive Vice President, General Counsel and Secretary of Andeavor, an integrated marketing, logistics and refining company, and of Andeavor Logistics LP, a midstream energy infrastructure and logistics company, from 2016 until Andeavor was acquired by Marathon Petroleum Corporation (2016 – 2018), including time as interim Chief Human Resources Officer •Executive Vice President Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a food and beverage company (2012 – 2015) •Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products and beginning in 2009 assumed additional duties as Corporate Secretary (2008 – 2012) •Senior Vice President, Secretary and Chief Governance Officer of Energy Future Holdings Corp., an energy company (2004 – 2008) •Corporate Counsel for Kimberly-Clark Corporation •Partner in the Corporate & Securities group at the law firm of Sidley Austin LLP Other Current Public Company Directorships •Independent Director at HP Inc., a leading technology company (2021 – present) •Independent Director at Lennox International Inc., a global provider of climate control solutions (2015 – present) •Independent Director at Marathon Petroleum Corporation a leading, integrated, downstream energy company (2018 – present) Notable Affiliations •Haven for Hope •Johns Hopkins Medicine Board of Trustees Qualifications Provided to Our Board •Business, legal and regulatory experience as an executive leader and general counsel and chief compliance officer in oil and gas, food and beverage and personal care industries, and board roles in multiple customer-facing companies, brings a multi-industry, multi-disciplinary perspective to our Board’s oversight of the Company’s operational, governance, regulatory affairs and risk controls management •Leadership in negotiating, executing and integrating multiple large and high-profile acquisitions recently – 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 – brings highly-valuable expertise regarding business strategy, complex M&A, and integration •Broad knowledge of law, business transactions, corporate governance, compliance, communications, crisis management, government affairs, human capital and community involvement gained as an executive and director of multiple public companies, including numerous board leadership roles. Brings current and expert perspective and leadership experience on various matters, including strategy, risk management and board practices Education •BBA in economics, University of Iowa •M.A. in public policy, John F. Kennedy School of Government at Harvard University •J.D., Harvard Law School

Director since: 2018 Age: 56 Current Board Committees: Audit Nominating and Corporate Governance


Board and Committee Self-Evaluation Process Summary
Process Design and Approval	v	Discussion among management and NCG Chair 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 current strategic or business topics of particular importance.
	v	NCG Committee recommends process for Board approval in July.
Questionnaire	v	Board members complete and provide comments on detailed questionnaire.
		Includes specific questions and topics for each committee.
One-on-One Conversations	v	NCG Chair 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	NCG Chair confers with the Chair/CEO and Lead Independent Director so that they understand any opportunities for improvement that may have been raised.
Report-Out to Committees and Board	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	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.
		Enhancements implemented from the most recent self-evaluation included director education, refined cadence of certain agenda topics, refinements to the Board’s approach in overseeing cyber and supply chain risks, and review and refreshment of certain company policies.


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 recently re-designed our website to give customers a clearer picture of how our growing range of products and solutions can support their own sustainability goals.
Climate-related topics: ● Our progress towards tracking our Scope 3 emissions ● Opportunities to reduce GHG emissions through products and operations, and associated costs ● Our perspective on net-zero and/or Scope 3 emissions reduction targets			● In 2022, we engaged ERM CVS to provide a limited assurance of our environmental baseline metrics associated with our 2030 environmental targets as described beginning on page 7, ● We are actively investing in projects to increase our energy efficiency and our use of renewable energy, including carbon capture and hydrogen technologies, and have incorporated sustainability reviews into our capital planning process and analysis of potential returns. ● We are actively working to integrate the M&M Business’s reporting processes into our own in 2023, and also exploring our Scope 3 emissions sources to develop a roadmap to identify, quantify, and reduce our emissions further.
● Recent director searches, Board composition and Board refreshment			● We have a highly-qualified and diverse board that brings unique capabilities across functions, experiences, industries and backgrounds. The attributes sought by the Board and NCG Committee are described above beginning on page 12. ● In recent years, the Board and NCG Committee have sought sitting executives with deep industry, global, M&A and risk experience, including Mr. Koenig elected in February 2022.


Director Compensation Component			Amount
Annual Awards
Annual cash retainer (paid quarterly)			$115,000
Annual time-based restricted stock units (“RSU”)(one-year vesting)			$160,000
Incremental Awards for Board Leadership
Annual cash fee for chair: (i) Nominating and Corporate Governance Committee, and (ii) Environmental, Health, Safety, Quality and Public Policy Committee			$15,000
Annual cash fee for chair: (i) Audit Committee, and (ii) Compensation and Management Development Committee			$20,000
Annual cash fee for Lead Independent Director			$30,000


Name(1) (a)	Fees Earned or Paid in Cash ($)(2) (b)	Stock Awards ($)(3) (c)	Option Awards($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Jean S. Blackwell	115,000	159,957	—	—	—	—	274,957
William M. Brown	145,000	159,957	—	—	—	—	304,957
Edward G. Galante	135,000	159,957	—	—	—	—	294,957
Rahul Ghai	86,250	199,873	—	—	—	—	286,123
Kathryn M. Hill	130,000	159,957	—	—	—	—	289,957
David F. Hoffmeister	115,000	159,957	—	—	—	—	274,957
Dr. Jay V. Ihlenfeld	115,000	159,957	—	—	—	—	274,957
Deborah J. Kissire	135,000	159,957	—	—	—	—	294,957
Michael Koenig	86,250	199,873	—	—	—	—	286,123
Kim K.W. Rucker	130,000	159,957	—	—	—	—	289,957


	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

The Vanguard Group, Inc.(3)	13,332,489		—	13,332,489	12.0
Berkshire Hathaway(4)	9,710,183		—	9,710,183	8.8
BlackRock, Inc.(5)	7,642,363		—	7,642,363	6.9
Dodge & Cox(6)	7,109,524		—	7,109,524	6.4
Wellington Management Company, LLP(7)	6,479,930		—	6,479,930	5.8
Directors(8)(9)
Jean S. Blackwell	8,201		—	8,201	*
William M. Brown	103		—	103	*
Edward G. Galante	10,898		—	10,898	*
Rahul Ghai	—		—	—	*
Kathryn M. Hill	9,474		—	9,474	*
David F. Hoffmeister	47,395		—	47,395	*
Dr. Jay V. Ihlenfeld	8,485		—	8,485	*
Deborah J. Kissire	100			100	*
Michael Koenig	—		—	—	*
Kim K.W. Rucker	56		—	56	*
Named Executive Officers(8)
John G. Fotheringham	27,107		—	27,107	*
Thomas F. Kelly	42,709		—	42,709	*
A. Lynne Puckett	35,725		—	35,725	*
Scott A. Richardson	63,112	(9)	—	63,112	*
Lori J. Ryerkerk(10)	105,425		—	105,425	*
All present directors, nominees and executive officers as a group (16 persons)(11)	361,482		—	361,482	*


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	1,233,281	(1)	$	—	(2)	16,292,213	(3)
Equity compensation plans not approved by security holders	—		$	—		—
Total	1,233,281		$	—		16,292,213


Dated: February 21, 2023	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.)
	Jean S. Blackwell
	Rahul Ghai
	David F. Hoffmeister
	Kim K.W. Rucker


	Year Ended December 31,
	2022		2021
Audit Fees(1)	$	9,862,406	$	7,786,275
Audit-related Fees(2)	$	9,000	$	60,028
Tax Fees(3)	$	1,378,409	$	1,321,559
All Other Fees(4)	$	15,000	—
Total Fees	$	11,264,815	$	9,167,862


Role of the CMDC’s Independent Compensation Consultant			72
Role of Management and Management’s Consultant			73
Additional Information Regarding Executive Compensation			74
Other Compensation Elements			74
Executive Stock Ownership Requirements			75
Executive Compensation Clawback Policy			76
Tax and Accounting Considerations			76

COMPENSATION RISK ASSESSMENT			76

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT			77

COMPENSATION TABLES			78
2022 Summary Compensation Table			78
2022 Grants of Plan-Based Awards Table			81
Outstanding Equity Awards at Fiscal 2022 Year-End Table			82
2022 Option Exercises and Stock Vested Table			84
2022 Pension Benefits Table			84
2022 Nonqualified Deferred Compensation Table			86
Potential Payments Upon Termination or Change in Control			87

CEO PAY RATIO			92
PAY VERSUS PERFORMANCE			93


Named Executive Officer						Title
Lori J. Ryerkerk						Chair, Chief Executive Officer and President
Scott A. Richardson						Executive Vice President and Chief Financial Officer
Thomas F. Kelly						Senior Vice President, Engineered Materials
John G. Fotheringham(1)						Former Senior Vice President, Acetyls
A. Lynne Puckett						Senior Vice President, General Counsel and Corporate Secretary
(1) As previously announced, Mr. Fotheringham stepped down from his position on March 1, 2023, and his employment will be terminated following a period of up to six months of garden leave. He served in the role of Senior Vice President, Acetyls through all of 2022.


			What We Do

ü			Pay for performance, including using a high percentage of performance-based restricted stock units for the annual equity grant to ensure a significant portion of NEO compensation is performance-based and to align management’s interests with shareholders
ü			Reference an appropriate peer group, evaluated annually to ensure it remains appropriate, when establishing compensation
ü			Include 100% independent directors on our CMDC
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 a clawback policy, which can be triggered by a financial restatement, breach of our business conduct policy or certain restrictive covenants, and other matters, and which covers annual bonus and long-term incentive awards with a 3-year look back
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			Condition executive grants of long-term incentive awards on execution of a non-solicitation / noncompetition agreement
ü			Retain an independent executive compensation consultant reporting directly to the 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


Highlights from our 2022 Culture Survey:
Celanese employees were asked to select phrases that best described their workplace experience: •57% of legacy Celanese participants chose “Diverse and Inclusive” •“Open-minded and inclusive culture; embracing of diversity” was the most commonly-chosen attribute, with over 40% of legacy Celanese respondents choosing this as a top-five sentiment


Key Areas of CMDC Oversight (in addition to executive compensation matters)		Additional Areas of Oversight by the Full Board
ü	Diversity, equity and inclusion, including 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, skills and pay equity	ü	Review of the CMDC’s work on other senior leadership succession planning
ü	Succession planning, including senior leadership
ü	Integration of talent strategy with business goals
ü	Health and wellness and other workforce wellbeing matters


Women represent:		People of Color represent:
25% of our global workforce(1)	2 of our 5 NEOs	30% of our U.S. workforce(1)	1 of our 10 Board Nominees
44% of our senior leadership team(1)	5 of our 10 Board Nominees	13% of our senior leadership team(1)
(1) Reflect year-end 2022 estimates (other than NEO and Board member data, which reflect current compositions of those groups).


Spotlight on Employee Development
In January 2022 we launched a new Manufacturing Technical Training Program, which includes 50+ on-demand courses in technology, engineering, project management, and EHS.
Our global Talent Portal houses tools and resources to support employees in owning their career paths and aid leaders in engaging daily with their teams through feedback, coaching, and development.
Leveraging a hybrid model of virtual classes and leadership application sessions, over 90% of people managers in the legacy Celanese Commercial and Corporate teams participated in our foundational leadership series during 2021 and 2022.


Feedback We Heard			Our Perspective and Response
● Support for the overall structure of our compensation programs. ● Questions on whether and how the M&M Acquisition might impact our compensation programs going forward.			● The CMDC continuously evaluates the optimal structure of our annual and long-term incentive plans in order to align our NEOs’ compensation with shareholder outcomes. ● The CMDC has refined our annual incentive plan structure for 2023 to tie closely to our strategic objectives, including a free cash flow metric and the use of Adjusted EBITDA as the earnings metric. See page 69 for more details.
● Positive feedback on our disclosures regarding workforce diversity ● Questions on how we use workforce data to measure and evaluate progress and opportunities.			● We believe that offering an inclusive workforce environment helps us recruit and retain a diverse workforce key to driving innovation, creativity and growth. We believe the results of the our 2022 culture survey of Celanese employees, described on page 56, show that this focus is recognized by our employees. ● Key elements of our strategies with respect to diversity, equity and inclusion, including the Human Capital Scorecard used by the CMDC and executive leadership to oversee progress and opportunities, are discussed above under “Human Capital Manageme nt.”
● Interest in our strategy for integrating the ~4,500 employees who joined us through the M&M Acquisition.			● We completed culture surveys of legacy Celanese and newly-joined M&M employees, and are using the results for insights into the cultures of the two organizations and how we can optimize workforce results and integration going forward.


Air Products and Chemicals, Inc.			Ingevity Corporation
Albemarle Corporation			International Flavors & Fragrances Inc.
Ashland Inc.			Linde plc
Axalta Coating Systems Ltd.			LyondellBasell Industries N.V.
Celanese Corporation			NewMarket Corporation
CF Industries Holdings, Inc.			Olin Corporation
Corteva, Inc.			PPG Industries, Inc.
Dow Inc.			RPM International Inc.
DuPont de Nemours, Inc.			The Chemours Company
Eastman Chemical Company			The Mosaic Company
Ecolab Inc.			The Scotts Miracle-Gro Company
Element Solutions Inc.			Valvoline Inc.
FMC Corporation			Westlake Chemical Corp
Huntsman Corporation

(Companies in bold text are also in the 2023 compensation peer group)


Named Executive Officer			2022 Base Salary
Lori J. Ryerkerk			$1,275,000
Scott A. Richardson			$685,000
Thomas F. Kelly			$585,000
John G. Fotheringham(1)			$585,000
A. Lynne Puckett			$600,000
(1) Mr. Fotheringham is based in the United Kingdom and his salary was paid in British pounds (GBP or £). His base salary was expressed in U.S. dollars at the time approved by the CMDC for 2022 and was converted to his GBP-denominated base salary using an average of the exchange rates over the 90 days prior to such CMDC determination, which was $1.345/£1.00.