Celanese Corp DEF 14A, filed Mar 21, 2024

Celanese Corp (CE)

DEF 14A 2024-03-21 For: 2024-05-13

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Added on June 12, 2026

About this DEF 14A

Celanese Corp filed this DEF 14A on March 21, 2024.

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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
MESSAGE 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
Sustainability Highlights			9
Performance Highlights			7
Additional Information			7
Corporate Governance Highlights			8

PROXY STATEMENT			10
Information About Solicitation and Voting			10

GOVERNANCE			11
ITEM 1: ELECTION OF DIRECTORS			11
Director Nominees			14
Board and Committee Governance			24
Board Oversight			32
Shareholder Engagement			37
Additional Governance Matters			37
Director Compensation			39
Director Independence and Related Person Transactions			41

STOCK OWNERSHIP INFORMATION			44
Principal Shareholders and Beneficial Owners			44
Delinquent Section 16(a) Reports			46


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
Compensation Discussion and Analysis			52
Compensation Risk Assessment			73
Compensation and Management Development Committee Report			74
Compensation Tables			75
CEO Pay Ratio			89
Pay Versus Performance			90

MANAGEMENT PROPOSAL			94
ITEM 4: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AND INDEMNIFICATION UNDER DELAWARE LAW			94

QUESTIONS AND ANSWERS			97
Annual Meeting Information			97
Proxy Materials and Voting Information			99
Company Documents, Communications and Shareholder Proposals			102

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


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


Date and Time:						May 13, 2024, 11:30 a.m. (Central Daylight Saving Time)
Virtual Meeting Website:						Online at www.virtualshareholdermeeting.com/CE2024
Items of Business:						● To elect Edward G. Galante, Timothy Go, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Ganesh Moorthy, Kim K.W. Rucker and Lori J. Ryerkerk to serve until the 2025 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 2024;
						● To hold an advisory vote to approve executive compensation;
						● To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation and indemnification under Delaware law; 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 2024 Annual Meeting virtually and to vote if you were a shareholder at the close of business on March 18, 2024.


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 increased director education opportunities, enhanced reporting of macroeconomic factors and M&A integration, refreshment of certain crisis management processes, refinements to the Board’s approach in overseeing cyber and supply chain risks, enhanced reporting on product end-market sectors, regularity of long-term Board refreshment discussions and review and refreshment of certain other company policies.


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


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / i



			Lori J. Ryerkerk Chair, Chief Executive Officer and President						William M. Brown Lead Independent Director


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: 61 Current Board Committees: None


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 – 2014) •Former Independent Director at Linde PLC, global industrial gas corporation, and its predecessor company, Praxair (2007 – 2023) Other Current Public Company Directorships •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: 73 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


Timothy Go
									Experience •President and Chief Executive Officer (May 2023 – present) of HF Sinclair Corporation, a leading independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products; President and Chief Operating Officer (Nov. 2021 – May 2023) and Executive Vice President, Chief Operating Officer (June 2020 – Nov. 2021) •Chief Executive Officer of the general partner of Calumet Specialty Products Partners, an independent producer of specialty hydrocarbon products, (Jan. 2016 – June 2020) •Various operational leadership roles (2008 – 2015) at Koch Industries, Inc. and Flint Hills Resources, LP, a wholly-owned subsidiary of Koch Industries focusing on specialty chemicals, including most recently as Vice President, Operations of Flint Hills Resources (July 2012 – Sept. 2015) •Various roles of increasing responsibility in downstream operations at ExxonMobil Corporation (1989 – 2008) Other Current Public Company Directorships •HF Sinclair Corporation (2023 – present) Notable Affiliations •University of Texas Engineering Advisory Board •Ronald McDonald House of Dallas Board Qualifications Provided to Our Board •Current and prior service as CEO of multibillion energy product and specialty chemical manufacturers with thousands of employees and multiple large facilities, bringing operational and business insights to our own strategic and operational manufacturing initiatives •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 •Experience acquiring and integrating multiple large businesses and manufacturing into existing companies – including HollyFrontier’s transformational multibillion dollar acquisition of assets of Sinclair Oil and formation of HF Sinclair Corporation – which helps him guide our M&A integration strategy Education •B.S. in Chemical Engineering, University of Texas at Austin

Director since: 2024 Age: 57 Current Board Committees: Environmental, Health, Safety, Quality & Public Policy


Kathryn M. Hill
									Experience •Numerous executive-level positions at Cisco Systems, Inc., a worldwide technology leader powering the internet, 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., an intelligent data infrastructure 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 enables 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: 67 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 ThermoFisher Education •B.A. in business administration and management, University of Minnesota •MBA, University of Chicago Booth School of Business

Director since: 2006 Age: 69 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 •Former Independent Director at Ashland, Inc., a premier global specialty materials company (2017 – 2024) 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 various experiences, 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: 72 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, and various Global Vision initiatives – 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: 66 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 prior service as CEO of multibillion dollar chemical manufacturers – with thousands of employees and operations in dozens of countries – brings 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, 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: 60 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


Ganesh Moorthy
									Experience •President, Chief Executive Officer and member of the Board of Directors (2021 – present) of Microchip Technology Incorporated, a leading provider of smart, connected and secure embedded control solutions; President and Chief Operating Officer (2016 – 2021), Chief Operating Officer (2009 – 2016), Executive Vice President (2006 – 2009) and Vice President of several Microchip divisions (2001 – 2006) •Chairman and Chief Executive Officer of Cybercilium (2000 – 2001) •Various roles in Engineering, Operations, and General Management at Intel Corporation (1981 – 2000) •Former Independent Director, Rogers Corporation, a manufacturer of high-performance and high-reliability materials and components (2013 – 2024) Notable Affiliations •Director, Board of Directors of the Semiconductor Industry Association •Director, Global Semiconductor Alliance •Director, Ayar Labs, a privately-held leader in silicon photonics for chip-to-chip connectivity Qualifications Provided to Our Board •Deep insight into the high-technology sector, which is a key customer market for us, gained through a more-than-forty-year career and executive leadership in the semiconductor industry, enables him to bring to the Board strategic insights into global industry, business and market trends in, as well as the supply needs of, that sector •Experience in complex global manufacturing operations and complex supply chains gained as CEO and President of a leading multibillion dollar semiconductor manufacturer with over twenty manufacturing, R&D and supply locations globally, as well as an appreciation of a long-term investment decision cycle similar to that in our industry •Proven M&A experience during his time with Microchip Technology, where he has been actively involved with planning and integrating 17 acquisitions, including 7 acquired public companies Education •M.B.A. in Marketing, National University •B.S. in Electrical Engineering, University of Washington •B.S. in Physics, University of Bombay, India

Director since: 2023 Age: 64 Current Board Committees: Audit Nominating and Corporate Governance


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, 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 •Former Independent Director at Lennox International Inc., a global provider of climate control solutions (2015 – 2024) Other Current Public Company Directorships •Independent Director at HP Inc., a leading technology company (2021 – present) •Independent Director at Marathon Petroleum Corporation a leading, integrated, downstream energy company (2018 – present) •Independent Director at GE Vernova, a global leader driving electrification and decarbonization (to be a public company upon the effectiveness of its announced spin-off from GE) 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, 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 – 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: 57 Current Board Committees: Audit Nominating and Corporate Governance


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. See “Sustainability Highlights” for details on recent initiatives. ● 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 recently-acquired 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
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: Compensation and Management Development Committee			$20,000
Annual cash fee for chair: Audit Committee			$25,000
Annual cash fee for Lead Independent Director			$35,000


Name(1) (a)	Fees Earned or Paid in Cash ($)(2) (b)		Stock Awards ($)(3) (c)	Total ($) (h)
Jean S. Blackwell		122,500	174,963	297,463
William M. Brown		156,250	174,963	331,213
Edward G. Galante		142,500	174,963	317,463
Rahul Ghai		60,000	—	60,000
Kathryn M. Hill		137,500	174,963	312,463
David F. Hoffmeister		122,500	174,963	297,463
Dr. Jay V. Ihlenfeld		122,500	174,963	297,463
Deborah J. Kissire		146,250	174,963	321,213
Michael Koenig		122,500	174,963	297,463
Ganesh Moorthy		10,420	72,917	83,337
Kim K.W. Rucker		137,500	174,963	312,463


	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

Capital Research Global Investors(3)	14,809,178		—	14,809,178	13.30
The Vanguard Group, Inc.(4)	13,077,014		—	13,077,014	11.75
Capital International Investors(5)	11,409,403		—	11,409,403	10.25
Wellington Management Company, LLP(6)	8,529,064		—	8,529,064	7.66
Dodge & Cox(7)	6,849,327		—	6,849,327	6.15
BlackRock, Inc.(8)	6,669,513		—	6,669,513	5.99
Capital World Investors(9)	6,239,478		—	6,239,478	5.61
Directors(10)
Jean S. Blackwell	9,299		—	9,299	*
William M. Brown	103		—	103	*
Edward G. Galante	11,996		—	11,996	*
Timothy Go	—		—	—	*
Kathryn M. Hill	9,474		—	9,474	*
David F. Hoffmeister	48,493		—	48,493	*
Dr. Jay V. Ihlenfeld	9,583		—	9,583	*
Deborah J. Kissire	100		—	100	*
Michael Koenig	960		—	960	*
Ganesh Moorthy	1,000		—	1,000
Kim K.W. Rucker	56		—	56	*
Named Executive Officers(10)
Ashley B. Duffie	13,383	(11)	1,361	14,744	*
Thomas F. Kelly	54,766		4,628	59,394	*
Chuck B. Kyrish	5,555		884	6,439	*
Mark C. Murray	6,653		2,654	9,307	*
Anne L. Puckett	44,714		3,811	48,525	*


Scott A. Richardson	77,112	(11)	7,351	84,463	*
Lori J. Ryerkerk(12)	149,025		25,866	174,891	*
All present directors, nominees and executive officers as a group (18 persons)(13)(14)	403,332		43,125	446,457	*


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	1,264,104	(1)	$	116.93	(2)	16,679,256	(3)
Equity compensation plans not approved by security holders	—		$	—		—
Total	1,264,104		$	116.93		16,679,256


Dated: February 19, 2024	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
	David F. Hoffmeister
	Ganesh Moorthy
	Kim K.W. Rucker


	Year Ended December 31,
	2023		2022
Audit Fees(1)	$	13,789,420	$	9,862,406
Audit-related Fees(2)	$	82,000	$	9,000
Tax Fees(3)	$	1,789,893	$	1,378,409
All Other Fees(4)	$	—	$	15,000
Total Fees	$	15,661,313	$	11,264,815


ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			51

COMPENSATION DISCUSSION AND ANALYSIS			52
CD&A Highlights			52
Named Executive Officers			53
We Follow Compensation Governance Best Practices			54

Human Capital Development			55


Compensation Philosophy and Elements of Pay			57
Compensation Philosophy			57
Compensation Objectives			57
Elements of Compensation			57
Setting Total Compensation			58
Our Use of Peer Groups			58
Compensation Decisions			60
Base Salary			60
Overall Incentive Plan Design			61
Annual Incentive Plan Awards			61
Long-Term Incentive Compensation			66
Compensation Governance			69
Compensation and Management Development Committee Oversight			69


Role of the CMDC’s Independent Compensation Consultant			69
Role of Management			70
Additional Information Regarding Executive Compensation			70
Other Compensation Elements			70
Executive Stock Ownership Requirements			71
Executive Compensation Clawback Policies			72

COMPENSATION RISK ASSESSMENT			73

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT			74

COMPENSATION TABLES			75
2023 Summary Compensation Table			75
2023 Grants of Plan-Based Awards Table			78
Outstanding Equity Awards at Fiscal 2023 Year-End Table			79
2023 Option Exercises and Stock Vested Table			81
2023 Pension Benefits Table			81
2023 Nonqualified Deferred Compensation Table			82
Potential Payments Upon Termination or Change in Control			83

CEO PAY RATIO			89
PAY VERSUS PERFORMANCE			90


Named Executive Officer						Title
Lori J. Ryerkerk						Chair, Chief Executive Officer and President
Scott A. Richardson(1)						Executive Vice President and Chief Operating Officer
Chuck B. Kyrish(1)						Senior Vice President and Chief Financial Officer
Thomas F. Kelly						Senior Vice President, Engineered Materials
Mark C. Murray						Senior Vice President, Acetyls
Ashley B. Duffie						Senior Vice President and General Counsel
Anne L. Puckett(2)						Former Senior Vice President, General Counsel and Corporate Secretary
(1) Mr. Richardson served as Executive Vice President and Chief Financial Officer from the beginning of 2023 until the effective date of his promotion to Chief Operating Officer on November 8, 2023. Mr. Kyrish, who was previously our Vice President of Corporate Finance, was promoted to Senior Vice President and Chief Financial Officer effective November 8, 2023.
(2) As previously announced, Ms. Puckett ceased to serve as Senior Vice President, General Counsel and Corporate Secretary effective November 8, 2023 pursuant to the terms of a separation agreement with the Company. She served in a transition role through February 19, 2024, after which she departed the Company. Please see “Potential Payments on Termination or Change in Control — Post-Termination Table — Ms. Puckett's Separation Agreement.”


			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


2023 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			Honored by the Women’s Forum of New York for female representation on our Board for the third straight year
Named one of “America’s Greatest Workplaces for Diversity 2024” by Newsweek			Received a score of 95 on the Corporate Equality Index from the Human Rights Campaign Foundation.


Key Areas of CMDC Oversight		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	Monitor progress of cultural integration aligned to key aspirational traits following the M&M Acquisition
ü	Workplace culture and talent strategy, and their support of business goals
ü	Health and wellness and other workforce wellbeing matters


Our Human Capital Scorecard: A Key Tool Supporting CMDC Oversight
The CMDC uses an internally-developed Human Capital Scorecard to gain insight into our performance against key workforce metrics. The data within the Human Capital Scorecard identifies demographic and other trends across role categories, geographies, hiring, promotion, attrition and other areas. Through this identification of internal trends, and the review of peer data for external benchmarking where appropriate, management and the CMDC are able to more effectively identify successes and opportunity areas to inform oversight efforts as well as to understand longer-term trends.


Talent	Inclusion	Community
Attract, motivate, and retain diverse talent at all levels of the organization as necessary to achieve business objectives	Foster an environment of transparency and inclusion where all employees are respected and can truly bring themselves to work	Improve quality of life for our neighbors in the communities where we live and work through our Foundation and Supplier Diversity programs


Compensation Peer Group
Air Products and Chemicals, Inc.			LyondellBasell Industries NV
CF Industries Holdings, Inc.			Olin Corporation (+)
Corteva, Inc. (+)			PPG Industries, Inc.
DuPont de Nemours, Inc. (+)			RPM International Inc.
Eastman Chemical Company			The Chemours Company
Ecolab Inc.			The Mosaic Company (+)
Huntsman Corporation			The Sherwin-Williams Company
International Flavors & Fragrances Inc.			Westlake Corporation (+)
Linde plc
Companies marked with “(+)” were added to the peer group following the closing of the M&M Acquisition in recognition of our increased size and wider business scope following the acquisition. Previous peer companies Albemarle Corporation, Ashland Inc., Avient Corporation, Axalta Coating Systems Ltd. and FMC Corporation were removed.