CELANESE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TABLE OF CONTENTS
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Board Meetings in 2013
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Compensation and Management Development Committee Report
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Questions and Answers about the Proxy Materials and the Annual Meeting
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2014
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The Celanese Corporation 2014 Notice of Annual Meeting and Proxy Statement, 2013 Annual Report to
Stockholders and other proxy materials are available at www.proxyvote.com.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Date and Time:
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April 24, 2014, 6:30 a.m. (Central Daylight Time)
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Place:
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The Crescent Club
200 Crescent Court – 17th Floor, Dallas, Texas 75201
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Items of Business:
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To elect Jean S. Blackwell, Martin G. McGuinn, Daniel S. Sanders and John K. Wulff to serve on our board of directors until the 2017 Annual Meeting of Stockholders, or until his or her successors are elected and qualified;
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Advisory vote to approve executive compensation;
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To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2014; and
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To transact such other business as may properly be brought before the meeting in accordance with the provisions of the Company’s Third Amended and Restated By-laws (the “By-laws”).
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Record Date:
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You are entitled to attend the Annual Meeting and to vote if you were a stockholder as of the close of business on February 24, 2014.
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PROXY STATEMENT
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2014
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The Celanese Corporation 2014 Notice of Annual Meeting and Proxy Statement, 2013 Annual Report to
Stockholders and other proxy materials are available at www.proxyvote.com.
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INFORMATION CONCERNING SOLICITATION AND VOTING
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PROPOSAL 1: ELECTION OF DIRECTORS
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Director Nominees
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Director Nominees
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Class I Directors - Term will Expire in 2017
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Jean S. Blackwell, 59
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Position, Principal Occupation and Business Experience:
Ms. Blackwell has served as a member of the board of directors of United Stationers Inc., a leading national wholesale distributor of business products, since May 2007, including previously as the chair of the human resource committee and currently as the chair of the governance committee and a member of the audit committee. She previously served as a member of the board of directors from April 2004 to November 2009, and as chairperson of the audit committee, of Phoenix Companies Inc., a life insurance company. Ms. Blackwell served as a Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013 and previously had served as Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001 and Vice President and General Counsel from 1997 to 1998 of Cummins Inc. Prior to joining Cummins, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1979 to 1991, where she practiced in the area of financial and real estate transactions. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director.
Key Attributes, Experience and Skills:
By virtue of Ms. Blackwell’s broad experience, including her experience in previous executive positions at Cummins and her experience serving on boards of other public companies, including as chairperson of the audit committee of Phoenix, Ms. Blackwell brings an in-depth understanding of the internal operations of a public company and financial expertise to the board. Additional factors, including her strong legal background and knowledge in the human resources area, led the board to conclude that Ms. Blackwell should serve as a director of the Company.
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Director Since:
2014
Other Current Public Directorships:
United Stationers Inc.
Former Directorships
Held During the Past
Five Years:
Phoenix Companies Inc.
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Martin G. McGuinn, 71
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Position, Principal Occupation and Business Experience:
Mr. McGuinn currently serves as a member of the board of directors (since 2007) and the audit committee as well as the chairman of the organization & compensation committee of The Chubb Corporation. He also serves as a member of the board of directors (since 2009) and as the chairman of the audit committee of iGATE Corporation. Mr. McGuinn serves as a member of the Advisory Board of CapGen Financial Group. From January 1999 until February 2006, Mr. McGuinn was Chairman and Chief Executive Officer of Mellon Financial Corporation, a financial services company, where he spent 25 years in a number of positions. Mr. McGuinn served a one-year term as Chairman of the Financial Services Roundtable from April 2003 to April 2004. He served as the 2005 President of the Federal Reserve Board’s Advisory Council. Mr. McGuinn also serves on several non-profit boards, including the Carnegie Museums of Pittsburgh and the University of Pittsburgh Medical Center.
Key Attributes, Experience and Skills:
Mr. McGuinn has more than 25 years of experience in the financial services industry, where he gained substantial management experience and leadership capabilities from his position as the chief executive officer of a large public banking institution. Additionally, his strong financial skills and expertise, including on the topics of capital markets and macroeconomics, and significant experience as a public company director, led the board to conclude that Mr. McGuinn should serve as a director of the Company.
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Director Since:
2006
Other Current Public
Directorships:
The Chubb Corporation
iGATE Corporation
Former Directorships Held During the Past Five Years:
Mellon Financial
Corporation
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Daniel S. Sanders, 74
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Position, Principal Occupation and Business Experience:
Mr. Sanders was President of ExxonMobil Chemical Company and Vice President of Exxon Mobil Corporation, an international oil and gas company, from December 1999 until his retirement in August 2004. Prior to the merger of Exxon and Mobil, Mr. Sanders served as President of Exxon Chemical Company beginning in January 1999 and as its Executive Vice President beginning in 1998. Mr. Sanders is a member of the Board of Trustees of Furman University. He is the past Chairman of the Board of the American Chemistry Council and past Chairman of the Society of Chemical Industry (American Section). He served as a member of the board of directors of Arch Chemicals, Inc. from 2004 to 2011, which included service on Arch’s governance committee and compensation committee (including as chairman). He also served as a member of the board of directors of Nalco Holding Company from 2005 until its merger with Ecolab Inc. in 2011. Subsequent to the merger, he served as a member of the board of directors of Ecolab Inc. and as a member of the audit committee and chairman of the nominating and governance committee until May 2013. He served as the non-executive Chairman of Milliken & Company until August 2011. He currently serves as the non-executive Chairman of Pacolet Milliken Enterprises, a private investment company. Mr. Sanders is the recipient of the 2005 Chemical Industry Medal awarded by the Society of Chemical Industry (American Section).
Key Attributes, Experience and Skills:
With over 43 years of experience in the chemical industry, Mr. Sanders brings broad management, operational and industry experience to the board. In particular, he gained extensive management and leadership knowledge from his previous executive positions at a leading public energy and chemical company. Additionally, his global experience and knowledge of finance, compensation and governance gained from his career service on other public company boards led the board to conclude that Mr. Sanders should serve as a director of the Company.
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Director Since:
2004
Other Current Public
Directorships:
None
Former Directorships
Held During the Past
Five Years:
Arch Chemicals, Inc.
Ecolab Inc.
Nalco Holding Company
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John K. Wulff, 65
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Position, Principal Occupation and Business Experience:
Mr. Wulff is the former Chairman of the board of directors of Hercules Incorporated, a specialty chemicals company, a position he held from July 2003 until Ashland Inc.’s acquisition of Hercules in November 2008. Prior to that time, he served as a member of the Financial Accounting Standards Board from July 2001 until June 2003. Mr. Wulff was previously Chief Financial Officer of Union Carbide Corporation, a chemical and polymers company, from 1996 to 2001. During his fourteen years at Union Carbide, he also served as Vice President and Principal Accounting Officer from January 1989 to December 1995, and Controller from July 1987 to January 1989. Mr. Wulff was also a partner of KPMG LLP and predecessor firms from 1977 to 1987. He currently serves as a member of the board of directors (since 2004), the chairman of the governance and compensation committee and as a member of the audit committee of Moody’s Corporation. Mr. Wulff is chairman of the audit committee, a member of the environmental, health and safety committee and a member of the board of directors of Chemtura Corporation (since October 2009). Mr. Wulff served as a director of Sunoco, Inc. from March 2004 until October 2012 when Sunoco was acquired by Energy Transfer Partners L.P.
Key Attributes, Experience and Skills:
By virtue of his 20 years of experience in the chemical industry, including management and financial knowledge as the former chief financial officer of a publicly traded chemical company, Mr. Wulff brings significant knowledge and broad industry experience to the board. He has a strong financial background gained through various auditing, executive and finance positions, and substantial experience in leadership positions as a director of several public companies. This experience and background led the board to conclude that Mr. Wulff should serve as a director of the Company.
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Director Since:
2006
Other Current Public
Directorships:
Moody’s Corporation
Chemtura Corporation
Former Directorships
Held During the Past
Five Years:
Sunoco Inc.
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Vote Required
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Recommendation of the Board
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Directors Continuing in Office
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Class II Directors – Term Expires in 2015
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James E. Barlett, 70
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Position, Principal Occupation and Business Experience:
Mr. Barlett has been Vice Chairman of TeleTech Holdings, Inc., a global provider of customer experience strategy, technology and business process outsourcing solutions, since October 2001 and a member of the board of directors of TeleTech since February 2000. Mr. Barlett previously served as the Chairman from 1997, and President and Chief Executive Officer from 1994 until October 2001, of Galileo International, Inc., a provider of travel information and transaction processing solutions for the travel industry. Prior to joining Galileo, Mr. Barlett served as Executive Vice President for MasterCard International Corporation and was Executive Vice President for NBD Bancorp. Mr. Barlett also served as a member of the board of directors and the chairman of the audit committee of Korn/Ferry International from 1999 until September 2009.
Key Attributes, Experience and Skills:
Mr. Barlett’s management and leadership experience as a former chief executive officer of a public company, knowledge from leading a company through an initial public offering, and experience in previous executive positions at other public companies, led the board to conclude that Mr. Barlett should serve as a director of the Company. Additional factors supporting this conclusion include his strong finance and accounting background and knowledge in the human resources area.
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Director Since:
2004
Other Current Public
Directorships:
Teletech Holdings Inc.
Former Directorships
Held During the Past
Five Years:
Galileo International Inc.
Korn/Ferry International
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Edward G. Galante, 63
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Position, Principal Occupation and Business Experience:
Mr. Galante served as Senior Vice President and as a member of the management committee of Exxon Mobil Corporation, an international oil and gas company, from August 2001 until his retirement in 2006. Prior to that, he held various management positions of increasing responsibility during his more than 30 years with Exxon Mobil Corporation, including serving as Executive Vice President of ExxonMobil Chemical Company from 1999 to 2001. Mr. Galante currently serves as a director (since 2007) and chairman of the compensation and management development committee and as a member of the governance and nominating committee of Praxair, Inc. He also serves as a director (since 2008) and chairman of the compensation and executive development committee and as a member of the audit committee of Foster Wheeler AG, and as a director (since 2010) and chairman of the governance and nominating committee of Clean Harbors, Inc.
Key Attributes, Experience and Skills:
With over 30 years of experience in the oil, gas, refining and chemical sectors of the energy industry, Mr. Galante brings broad management, operational and industry experience to the board. In particular, he gained extensive management and leadership knowledge from his executive positions at a public international, oil and gas company. Additionally, his global experience and knowledge of finance, compensation and governance gained from his service on other public company boards led the board to conclude that Mr. Galante should serve as a director of the Company.
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Director Since:
2013
Other Current Public
Directorships:
Praxair, Inc.
Foster Wheeler AG
Clean Harbors, Inc.
Former Directorships
Held During the Past
Five Years:
None
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David F. Hoffmeister, 59
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Position, Principal Occupation and Business Experience:
Mr. Hoffmeister served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by Fisher Scientific Inc. in February 2014. From October 2004 to November 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies Corporation. Before joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. From 1998 to 2003, Mr. Hoffmeister was the leader of McKinsey’s North American chemical practice.
Key Attributes, Experience and Skills:
Mr. Hoffmeister has extensive experience in the chemical industry, having worked as a consultant to chemical clients for 20 years at a global management consulting firm. He has a strong finance background and most recently served as the chief financial officer of a global biotechnology company. These experiences led the board to conclude that Mr. Hoffmeister should serve as a director of the Company.
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Director Since:
2004
Other Current Public
Directorships:
None
Former Directorships
Held During the Past
Five Years:
None
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Class III Directors – Term Expires in 2016
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Jay V. Ihlenfeld, 62
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Position, Principal Occupation and Business Experience:
From 2006 until his retirement in 2012, Mr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation. Mr. Ihlenfeld previously served as 3M Company’s Senior Vice President, Research and Development from 2002 to 2006. A 33-year veteran of 3M Company, Mr. Ihlenfeld has also held various leadership and technology positions, including Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan.
Key Attributes, Experience and Skills:
Mr. Ihlenfeld has extensive experience managing operations in the Asia Pacific region, having led 3M’s Asia Pacific operations for five years, and also in research and development, having led 3M’s research and development function for four years. These experiences coupled with his background as a chemical engineer led the board to conclude that Mr. Ihlenfeld should serve as a director of the Company.
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Director Since:
2012
Other Current Public
Directorships:
None
Former Directorships
Held During the Past
Five Years:
None
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Mark C. Rohr, 62
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Position, Principal Occupation and Business Experience:
Mr. Rohr has been our Chairman of the board and Chief Executive Officer since April 2012 and a member of our board of directors since April 2007. He served as Executive Chairman of Albemarle Corporation, a global developer, manufacturer and marketer of highly engineered specialty chemicals, from September 2011 until February 2012 and previously had served as the Chairman from 2008 to 2011, President from 2000 to 2010, Chief Operating Officer from 2000 to 2002 and Chief Executive Officer from 2002 to 2011. Prior to that, Mr. Rohr served as Executive Vice President – Operations of Albemarle. Before joining Albemarle, Mr. Rohr held leadership roles with companies, including Occidental Chemical Corporation and The Dow Chemical Company. Mr. Rohr serves on the board of directors of Ashland Inc. (since 2008), and as a member of its audit committee and its environmental, health & safety committee. He also serves as vice chairman of the board of directors of the American Chemical Council and chairman of the Council’s finance, audit and membership committee.
Key Attributes, Experience and Skills:
By virtue of his eleven years as the chief executive of a leading chemical company, Mr. Rohr brings significant insight and broad industry experience to the board. He brings extensive knowledge and understanding of the chemical industry gained from working in the industry in various positions of increasing responsibility throughout his career. In addition, his operations and global business experience, combined with a broad understanding of complex financial issues and governance, led the board to conclude that Mr. Rohr should serve as a director of the Company.
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Director Since:
2007
Other Current Public
Directorships:
Ashland Inc.
Former Directorships
Held During the Past
Five Years:
Albemarle Corporation
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Farah M. Walters, 69
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Position, Principal Occupation and Business Experience:
Since 2005, Ms. Walters has served as President and Chief Executive Officer of QualHealth, LLC, a healthcare consulting firm. From 1992 until her retirement in June 2002, Ms. Walters was the President and Chief Executive Officer of University Hospitals Health System and University Hospitals of Cleveland. She also serves as a member of the board of directors of PolyOne Corporation (since 1998), including as a member of the compensation commitee and the nominating and governance committee. She previously served as the lead director (2006-2007), chairperson of both the compenstion and nominating and governance committee and the 2005 chief executive officer search committee, and as a member of the environmental, health and safety committee and the financial policy committee of PolyOne. She was a member of the board of directors of Kerr McGee Corp. from 1993 until 2006. While a director at Kerr McGee, she served as a member of the executive committee, the chairman of the compensation committee, the chairman of the audit committee and a member of the governance committee. From 2003 to 2006, Ms. Walters was also a director and a member of the compensation committee and the audit committee of Alpharma, Inc.
Key Attributes, Experience and Skills:
Ms. Walters has substantial experience on public boards, including the board of another public chemical company, and management experience and leadership capabilities gained from her position as the chief executive officer of a hospital system. She also has experience in the medical field, which is a growing business for the Company, and knowledge in the human resources area, particularly executive succession planning. Additionally, Ms. Walters has significant knowledge and experience in the areas of compensation and corporate governance, gained in part through her service in several leadership positions on public company boards. As a result of this experience, the board concluded that Ms. Walters should serve as a director of the Company.
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Director Since:
2007
Other Current Public
Directorships:
PolyOne Corporation
Former Directorships
Held During the Past
Five Years:
None
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Director Compensation in 2013
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2013 Director Compensation Table
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Name
(1)
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Fees
Earned or Paid in Cash
($)
(2)
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Stock
Awards
($)
(3)
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Option
Awards($) (4) |
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Non-Equity
Incentive Plan Compensation
($)
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Change in
Pension Value and Nonqualified Deferred Compensation Earnings
($)
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All Other
Compensation
($)
(5)
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Total
($)
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James E. Barlett
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91,236
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94,983
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—
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—
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—
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—
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186,219
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Edward G. Galante
(1)
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82,736
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118,704
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—
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—
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—
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—
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201,440
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David F. Hoffmeister
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115,082
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94,983
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—
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—
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—
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2,095
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212,160
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Jay V. Ihlenfeld
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91,236
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94,983
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—
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—
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—
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—
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186,219
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Martin G. McGuinn
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111,236
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94,983
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—
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—
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—
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—
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206,219
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Paul H. O’Neill
(1)
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38,242
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—
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—
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—
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—
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9,969
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48,211
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Daniel S. Sanders
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101,236
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94,983
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—
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—
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—
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3,120
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199,339
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Farah M. Walters
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111,236
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94,983
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—
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—
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—
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3,147
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209,366
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John K. Wulff
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91,236
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94,983
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—
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—
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—
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8,355
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194,574
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(1)
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Ms. Blackwell is not included in this table because she became a director in February 2014. Mr. Galante joined the board in February 2013 and received a prorated annual retainer in
2013
. Mr. O’Neill retired from the board in April 2013. Mr. Rohr is not included in this table because he was an employee of the Company during
2013
and received no compensation for his services as a director.
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(2)
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Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective directors, as applicable.
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(3)
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Represents the grant date fair value of 1,958 RSUs granted to each non-management director (2,447 RSUs for Mr. Galante, which included a prorated amount of RSUs for his time served from February to April 2013) in April
2013
under the Company’s 2009 Global Incentive Plan, most recently approved by stockholders in 2012, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
Compensation — Stock Compensation
. For a discussion of the method and assumptions used to calculate such expense, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013
. As of
December 31, 2013
, each non-employee director owned 1,958 RSUs, except Mr. Galante, who held 2,447 RSUs.
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(4)
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As of
December 31, 2013
, each person serving as a non-management director held the following number of stock options: James E. Barlett, 24,622, all of which are vested; Edward G. Galante, -0-, David F. Hoffmeister, 25,000, all of which are vested; Jay V. Ihlenfeld, -0-; Martin G. McGuinn, 25,000, all of which are vested; Daniel S. Sanders, -0-; Farah M. Walters, 25,000, all which are vested; and John K. Wulff, -0-.
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(5)
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Includes dividend equivalents paid under the 2008 Deferred Compensation Plan, and certain expenses paid for or reimbursed by the Company in connection with spousal or guest attendance at certain board meetings and other Company events, as well as certain non-business related expenses incurred by the director at these events in
2013
. Such expenses could include meals, airfare, lodging and other entertainment, and other similar items.
|
PROPOSAL 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
|
Performance
|
•
|
Our net sales were
$6.5 billion
in
2013
, up 1.4% from
2012
, the third highest level since 2008.
(1)
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•
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We generated Adjusted EBIT
(2)
of
$1.1 billion
in
2013
, up
9.8%
from
2012
, the second highest level since 2008.
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•
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Diluted net earnings per share was
$6.91
in
2013
, up
196.6%
, the highest level since 2008, largely due to the recognition of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell and move our German polyacetal operations.
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(1)
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We reference back to 2008 since that is the earliest date for which we adjusted financial information for our 2013 change in accounting for pension and other post-retirement obligations.
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(2)
|
Adjusted EBIT is a non-GAAP financial measure that we define as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and noncontrolling interests (“Adjusted EBIT”). See
Exhibit A
to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.
|
•
|
Adjusted earnings per share
(3)
of $
4.50
, excluding the gain on the Fraport settlement and certain other items, an increase of
10.6%
over 2012 and the second highest level since 2008.
|
•
|
Our cumulative total stockholder return over the prior one-, three- and five-year periods was
25%
,
37%
and
361%
, respectively.
|
•
|
We generated adjusted free cash flow
(4)
of
$372 million
in
2013
, up
9.7%
from
2012
.
|
•
|
We increased our quarterly dividend twice in
2013
, for an aggregate increase of 140%. We have paid cash dividends for
35
consecutive quarters, and the average annual increase in the dividend has been at least 20% since 2009.
|
•
|
During
2013
, we also returned $164 million to stockholders by repurchasing shares of our Common Stock under our previously-announced stock repurchase program. We repurchased approximately $1.1 billion of our shares from December 31, 2006 until
December 31, 2013
.
|
Compensation
|
•
|
We emphasize pay for performance and structure our compensation program to provide appropriate incentives to executives to drive business and financial results. In
2013
, our named executive officers were eligible for annual performance bonus awards based, in part, on our performance relative to three metrics (Adjusted EBIT, working capital and stewardship). The amount of these cash bonus awards reflected our actual performance on these metrics and the impact of a personal modifier set by our compensation and management development committee, based on individual goals.
|
•
|
Under our
2013
long-term incentive plan, which we implemented to align more closely with our strategic plans, 100% of each named executive officer’s equity awards in
2013
were performance-based, all in the form of performance-based restricted stock units (“PRSUs”). Also, under our
2014
long-term incentive plan, at least 44% of each of our named executive officer’s, and 70% of our chief executive officer’s, targeted
2014
compensation will be performance-based, long-term compensation.
|
•
|
Our three-year average share usage and our fully diluted overhang is below the 25th percentile of our peer group.
|
Governance Practices
|
•
|
We have no employment agreements.
|
(3)
|
Adjusted earnings per share is a non-GAAP financial measure that we define as earnings (loss) from continuing operations, adjusted for income tax (provision) benefit, certain items, refinancing and related expenses and noncontrolling interests, divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated using the treasury method. See
Exhibit A
to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.
|
(4)
|
Adjusted free cash flow is a non-GAAP financial measure that we define as cash flow from operations less other productive asset purchases, operating cash flow from discontinued operations and certain cash flow adjustments. See
Exhibit A
to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.
|
•
|
We have a policy that prohibits the hedging of ownership of Company stock and, without our consent, the pledging of Company stock, by directors and employees. None of our executive officers or directors has, to our knowledge, entered into any hedges or pledged any of their shares of Common Stock. See “
Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Prohibition on Hedging and Pledging
” for additional information.
|
•
|
We have clawback agreements that require repayment of certain incentive compensation in the event of certain conduct. See “
Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Executive Compensation Recoupment Policy
” for additional information.
|
•
|
We do not provide tax gross-ups on perquisites except in the case of reimbursement of relocation expenses.
|
•
|
Our stock ownership guidelines include only shares owned outright, share equivalents in deferred compensation and savings plans, vested restricted stock units subject to a hold requirement, a portion of unvested restricted stock awards and a portion of restricted stock units that will vest within one year of the measurement date. See “
Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Executive Stock Ownership Requirements
” for additional information.
|
•
|
Our senior executives are entitled to severance benefits in connection with a termination without cause under our executive severance plan, which eliminates the need for negotiating arrangements at the time of a dismissal. See “
Compensation Discussion & Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements
” for additional information.
|
•
|
In order to encourage our named executive officers to focus on the best interests of our stockholders, we have change in control agreements that provide severance benefits (subject to a cutback to avoid excise taxes if the after tax benefit is greater) following a termination of employment by the Company without cause or by the officer for good reason generally within two years after a change in control. Benefits under these agreements are in lieu of executive severance plan benefits. These agreements are intended to alleviate personal concerns under a potential change in control and not to provide compensation advantages for executing a particular transaction. See “
Compensation Discussion and Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements — Change in Control Agreements
” for additional information.
|
Mitigation Against Excessive Risk
|
•
|
No annual performance bonuses are paid to our executive officers unless the Company meets or exceeds a threshold level of Company performance on at least one of the performance metric categories.
|
•
|
The compensation and management development committee has the ability to use its discretion to reduce the amount of payments under the compensation program.
|
•
|
Payment opportunities for our executive officers under both the annual performance bonus and long-term incentive plans are capped.
|
•
|
The compensation and management development committee has plan oversight and approves both the design and payout of all annual performance bonus awards, as well as each grant of long-term incentive compensation, for our executive officers.
|
•
|
The executive compensation program is subject to periodic assessment by the compensation and management development committee and its independent compensation consultant. See “
Compensation Discussion & Analysis — Risk Assessment of Compensation Practices
”
for additional information.
|
Response to Advisory Vote and Stockholder Feedback
|
Vote Required
|
Recommendation of the Board
|
PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Audit and Related Fees
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Audit Fees
(1)
|
$
|
5,057,230
|
|
|
$
|
5,236,735
|
|
Audit-related Fees
(2)
|
108,911
|
|
|
91,257
|
|
||
Tax Fees
(3)
|
833,877
|
|
|
1,627,643
|
|
||
All Other Fees
(4)
|
20,750
|
|
|
17,767
|
|
||
Total Fees
|
$
|
6,020,768
|
|
|
$
|
6,973,402
|
|
(1)
|
For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.
|
(2)
|
Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.
|
(3)
|
Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.
|
(4)
|
For other permitted professional advisory services.
|
Audit Committee Pre-Approval Policy
|
Vote Required
|
Recommendation of the Board
|
CORPORATE GOVERNANCE
|
Composition of the Board of Directors
|
Board Leadership Structure
|
•
|
preside over executive sessions of the non-employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the Chairman and CEO;
|
•
|
approve the scheduling of board meetings as well as the agenda and materials for each board meeting and executive session of the board’s non-employee, independent directors;
|
•
|
have the authority to call such other meetings of the non-employee, independent directors as he/she deems necessary;
|
•
|
serve as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;
|
•
|
meet regularly with the Chairman and CEO;
|
•
|
communicate with stockholders as requested and deemed appropriate by the board;
|
•
|
interview director candidates along with the nominating and corporate governance committee;
|
•
|
approve and coordinate the retention of advisors and consultants who report directly to the non-employee, independent members of the board, except as otherwise required by applicable law or New York Stock Exchange (“NYSE”) Listing Standards; and
|
•
|
when requested by the Chairman or the board, assist the board in reviewing and assuring compliance with governance principles.
|
Director Independence
|
Board Oversight of Risk Management
|
Board Meetings in 2013
|
Committees of the Board
|
|
Audit Committee
|
Compensation and Management Development Committee
|
Environmental, Health, Safety and Public Policy Committee
|
Nominating and Corporate Governance Committee
|
James E. Barlett
À
|
|
l
|
l
|
|
Jean S. Blackwell
À
|
l
|
|
|
|
Edward G. Galante
|
l
|
|
l
|
|
David F. Hoffmeister
t
À
|
|
l
|
|
£
|
Jay V. Ihlenfeld
|
|
l
|
l
|
|
Martin G. McGuinn
À
|
£
|
|
|
l
|
Mark C. Rohr
|
|
|
|
|
Daniel S. Sanders
|
l
|
|
£
|
|
Farah M. Walters
|
|
£
|
|
l
|
John K. Wulff
À
|
l
|
|
|
l
|
|
£
Chairperson
|
l
Member
|
À
Financial Expert
|
t
Lead Independent Director
|
•
|
accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;
|
•
|
the quality and integrity of the financial statements of the Company;
|
•
|
internal control and compliance programs;
|
•
|
the independent registered public accounting firm’s qualifications and independence; and
|
•
|
the performance of the independent registered public accounting firm and the Company’s internal audit function.
|
•
|
review and approve the compensation of the Company’s executive officers;
|
•
|
review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; and
|
•
|
oversee the development and implementation of succession plans for the CEO and the other key executives.
|
•
|
identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill board vacancies;
|
•
|
review and recommend non-employee director compensation to the board;
|
•
|
develop and recommend to the board and oversee implementation of the Company’s Corporate Governance Guidelines;
|
•
|
oversee evaluations of the board; and
|
•
|
recommend to the board nominees for the committees of the board.
|
•
|
oversee the Company’s policies and practices concerning environmental, health, safety and public policy issues;
|
•
|
review the impact of such policies and practices on the Company’s corporate social responsibilities, public relations and sustainability; and
|
•
|
make recommendations to the board regarding these matters.
|
Candidates for the Board
|
•
|
leadership experience in business or administrative activities;
|
•
|
specialized expertise in the chemical industry;
|
•
|
breadth of knowledge about issues affecting the Company;
|
•
|
ability to contribute special competencies to board activities;
|
•
|
personal integrity;
|
•
|
loyalty to the Company and concern for its success and welfare and willingness to apply sound independent business judgment;
|
•
|
awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;
|
•
|
time available for meetings and consultation on Company matters;
|
•
|
willingness to assume fiduciary responsibilities;
|
•
|
be intelligent, thoughtful and analytical;
|
•
|
possess knowledge about compensation and human resources practices;
|
•
|
be free of actual or potential conflicts of interest;
|
•
|
have experience serving on boards of public companies; and
|
•
|
be familiar with regulatory and governance matters.
|
Communications with the Board
|
Compensation and Management Development Committee Report
|
EXECUTIVE COMPENSATION
|
Compensation Discussion and Analysis
|
•
|
Our net sales were
$6.5 billion
in
2013
, up 1.4% from
2012
, the third highest level since 2008.
(2)
|
•
|
We generated Adjusted EBIT
(1)
of
$1.1 billion
in
2013
, up
9.8%
from
2012
, the second highest level since 2008.
|
•
|
Diluted net earnings per share was
$6.91
in
2013
, up
196.6%
, the highest level since 2008, largely due to the recognition of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell and move our German polyacetal operations.
|
(1)
|
Operating EBITDA and Adjusted EBIT are non-GAAP financial measures. Adjusted EBIT is a non-GAAP financial measure that we define as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and noncontrolling interests (“Adjusted EBIT”). Operating EBITDA is equal to Adjusted EBIT plus depreciation and amortization (“Operating EBITDA”). See
Exhibit A
to this Proxy Statement for additional information concerning these measures and a reconciliation of these measures to net earnings, the most comparable U.S. GAAP financial measure.
|
(2)
|
We reference back to 2008 since that is the earliest date for which we adjusted financial information for our 2013 change in accounting for pension and other post-retirement obligations.
|
•
|
Adjusted earnings per share
(3)
of
$4.50
, excluding the gain on the Fraport settlement and certain other items, an increase of
10.6%
over
2012
and the second highest level since 2008.
|
•
|
Our cumulative total stockholder return over the prior one-, three- and five-year periods was
25%
,
37%
and
361%
, respectively.
|
•
|
We generated adjusted free cash flow
(4)
of
$372 million
in
2013
, up
9.7%
from
2012
.
|
•
|
our Adjusted EBIT and working capital exceeded target levels; and
|
•
|
our stewardship performance exceeded target levels, with occupational and process safety exceeding superior performance.
|
(3)
|
Adjusted earnings per share is a non-GAAP financial measure that we define as earnings (loss) from continuing operations, adjusted for income tax (provision) benefit, certain items, refinancing and related expenses and noncontrolling interests, divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated using the treasury method. See
Exhibit A
to this Proxy Statement for additional information concerning these measures and a reconciliation of these measures to the most comparable U.S. GAAP financial measure.
|
(4)
|
Adjusted free cash flow is a non-GAAP financial measure that we define as cash flow from operations less other productive asset purchases, operating cash flow from discontinued operations and certain cash flow adjustments. See
Exhibit A
to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.
|
•
|
payment opportunities for both the annual performance bonus plan and the long-term incentive plans are capped;
|
•
|
plan oversight and approval of both the design and payout of the executive officers’ annual performance bonus awards, as well as each grant of long-term incentive compensation, by the compensation and management development committee;
|
•
|
periodic assessment of the annual performance bonus and long-term incentive plans by management and the compensation and management development committee’s independent compensation consultant; and
|
•
|
incentive targets that are analyzed and benchmarked.
|
Mark C. Rohr
|
|
Chairman and Chief Executive Officer
|
Steven M. Sterin
|
|
Senior Vice President and Chief Financial Officer
|
Jay C. Townsend
|
|
Senior Vice President, Business Strategy Development, Procurement and Advanced Fuels Technology
|
Gjon N. Nivica, Jr.
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Lori A. Johnston
|
|
Senior Vice President, Human Resources
|
•
|
reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and other executive officers;
|
•
|
evaluating the performance and compensation of the CEO and other executive officers in light of their established goals and objectives;
|
•
|
reviewing and approving both target and actual pay levels of our executive officers;
|
•
|
reviewing and approving incentive and equity-based compensation plans, including our annual incentive bonus and our long-term incentive plans, and all grants of awards under such plans to executive officers; and
|
•
|
overseeing the development and implementation of succession plans for the CEO and the other key executives.
|
•
|
analyze and benchmark incentive targets;
|
•
|
review and provide guidance on compensation plan design;
|
•
|
review the composition of our peer group and recommend modifications;
|
•
|
conduct an analysis of compensation for our executive officers, and assess how target and actual compensation aligned with our philosophy and objectives; and
|
•
|
provide market data, historical compensation information, internal equity comparisons, share usage and dilution, competitive practice information and recommendations regarding compensation trends and compensation strategy.
|
•
|
Competitive –
pay should be set at a level that is competitive to our peers with whom we compete for talent, is equitable among our executive officers, and recognizes the knowledge, skills and attributes of our executive officers;
|
•
|
Performance-based
–
pay should reward individual and Company performance when pre-established short- and long-term goals are met or exceeded and provide for consequences when such targets are not met;
|
•
|
Aligned with Stockholders
–
incentives should encourage long-term increases in stockholder value; and
|
•
|
Focused on Talent
–
pay should be designed to attract, motivate and retain key executives.
|
Compensation
Element
|
|
Description
|
Competitive
|
Performance-
Based
|
Stockholder
Alignment
|
Talent
Focus
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
•
|
|
Fixed level of compensation
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
•
|
|
Determined within a competitive range established through independent analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
Performance Bonus Award |
|
•
|
|
Performance-based cash incentive opportunity
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
•
|
|
2013 plan measures were Adjusted EBIT growth, working capital and stewardship metrics (injuries, process safety and environment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Incentive Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
based Restricted Stock Units |
|
•
|
|
Long-term performance plan
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
•
|
|
2013 plan measures were Adjusted EBIT growth over a 2-year performance period (2013 and 2014), with an additional 1-year vesting period after performance determined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
(1)
|
|
•
|
|
Variable pay based on increases in our stock price over time
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-based
Restricted Stock Units (1) |
|
•
|
|
Awards vest over minimum three-year term
|
|
X
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Awards
(1)
|
|
•
|
|
Awards vest over minimum three-year term
|
|
X
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
•
|
|
Celanese Americas Retirement Savings Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
•
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
•
|
|
Celanese Americas Retirement Pension Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
•
|
|
Celanese Americas Supplemental Retirement Pension Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Arrangements
|
|
•
|
|
Change in Control Agreement
|
|
X
|
|
|
|
|
|
X
|
|
|
X
|
|
|
•
|
|
Executive Severance Benefits Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
(1)
|
Granted for new hire awards and in special circumstances. None were granted to any named executive officer in
2013
.
|
Named Executive Officer
|
Target Annual
Performance Bonus (% of Base Salary) |
2013 Performance Metrics
and Relative Weight |
Mix of Business
Unit and Total Company
Metrics
|
Mark C. Rohr
|
130%
|
65% Adjusted EBIT
20% Working Capital
15% Stewardship
|
100% Total Company
|
Steven M. Sterin
|
80%
|
||
Jay C. Townsend
|
80%
|
||
Gjon N. Nivica, Jr.
|
70%
|
||
Lori A. Johnston
|
70%
|
(1)
|
For purposes of calculating annual performance bonus awards, Adjusted EBIT is defined as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items, expressed as a percentage of improvement from the prior year. See
Exhibit A
.
|
(2)
|
For purposes of calculating annual performance bonus awards, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable divided by (d) net sales, computed monthly. The table reflects the full year average of the monthly results compared to the targets.
|
(3)
|
For purposes of calculating annual performance bonus awards for occupational safety, the number of Company and contractor injuries is expressed as a percentage of improvement from the prior two-year average.
|
(4)
|
For purposes of calculating annual performance bonus awards, process safety includes major plus serious loss of primary containment (defined as a release of greater than 10% of process safety quantity), expressed as a percentage of improvement from the prior two-year average.
|
(5)
|
For purposes of calculating annual performance bonus awards, environment includes major plus serious environmental release (defined as a release that is greater than 20% of the reportable quantity), expressed as a percentage of improvement from the prior two-year average.
|
Year
|
|
Weighting %
|
|
Operating EBITDA
Target
(1)
|
|
Operating EBITDA
Actual
(1)
|
|
Operating EBITDA
Payout %
|
|
TSR Modifier
(2)
|
|
2011
|
|
40%
|
|
$1,320
|
|
$1,362
|
|
43.18%
|
|
109.1
|
%
|
2012
|
|
40%
|
|
$1,495
|
|
$1,209
|
|
20.87%
|
|
||
2011 + 2012
|
|
20%
|
|
$2,815
|
|
$2,571
|
|
15.67%
|
|
||
|
|
|
|
|
|
|
|
79.72%
|
|
Total 86.97%
|
|
(1)
|
Dollars in millions.
|
(2)
|
The TSR modifier was determined based on the percentile performance against the TSR peer group and a formula under which 50th percentile TSR produced a target (100%) payout.
|
Named Executive Officer
|
Ownership
Requirement as a Multiple of Base Salary |
Total Number of
Shares or
Equivalents
|
As % of Base
Salary
(1)
|
Deadline for
Compliance with Stock Ownership Guidelines |
|||
Mark C. Rohr
|
600%
|
|
75,351
|
|
|
363%
|
December 2017
|
Steven M. Sterin
|
300%
|
|
54,666
|
|
|
460%
|
December 2017
|
Jay C. Townsend
|
300%
|
|
169,217
|
|
|
1,616%
|
December 2017
|
Gjon N. Nivica
|
300%
|
|
31,499
|
|
|
315%
|
December 2017
|
Lori A. Johnston
|
300%
|
|
19,681
|
|
|
229%
|
December 2017
|
(1)
|
Calculated using
$50.06
, the average of the
2013
high and low share prices, and average salary during
2013
.
|
Risk Assessment of Compensation Practices
|
•
|
our incentive programs utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;
|
•
|
a significant portion of our most senior executives’ incentive compensation consists of long-term incentive or other equity-based compensation, which, when coupled with our stock ownership guidelines, encourages long-term equity ownership of our Common Stock by the executives, aligning their interests with our stockholders;
|
•
|
the financial metrics utilized under each of the programs are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation and management development committee believes will tend to create long-term stockholder value;
|
•
|
various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;
|
•
|
in determining the exact mix of compensation from year to year, the compensation and management development committee intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking; and
|
•
|
compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.
|
Compensation Committee Interlocks and Insider Participation
|
Compensation Tables
|
Name and Principal
Position (1) |
|
Year
|
|
Salary
($)
(1)
|
|
Bonus
($)
|
|
Stock
Awards
($)
(2)
|
|
Option
Awards
($)
(3)
|
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)
(4)
|
|
Change in
Pension
Value
and Nonqualified Deferred Compen-
sation
Earnings
($)
(5)
|
|
All
Other
Compen-
sation
($)
(6)
|
|
Total
($)
|
||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
||||||||
Mark C. Rohr
Chairman and Chief
Executive Officer
|
|
2013
|
|
1,038,462
|
|
|
—
|
|
|
4,999,998
|
|
(7)
|
—
|
|
|
2,855,000
|
|
|
13,000
|
|
|
26,688
|
|
|
8,933,148
|
|
|
2012
|
|
750,000
|
|
|
—
|
|
|
4,687,452
|
|
|
562,499
|
|
|
—
|
|
|
12,000
|
|
|
117,446
|
|
|
6,129,397
|
|
|
Steven M. Sterin
Senior Vice President and Chief Financial Officer
|
|
2013
|
|
594,231
|
|
|
—
|
|
|
999,981
|
|
(7)
|
—
|
|
|
804,000
|
|
|
16,000
|
|
|
14,183
|
|
|
2,428,395
|
|
|
2012
|
|
559,615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
14,808
|
|
|
586,423
|
|
|
|
2011
|
|
517,692
|
|
|
—
|
|
|
740,026
|
|
|
237,273
|
|
|
507,388
|
|
|
23,188
|
|
|
30,269
|
|
|
2,055,836
|
|
|
Jay C. Townsend
Senior Vice President, Business Strategy Dev., Procurement and Adv. Fuels Tech.
|
|
2013
|
|
524,000
|
|
|
—
|
|
|
999,981
|
|
(7)
|
—
|
|
|
887,000
|
|
|
27,000
|
|
|
28,072
|
|
|
2,466,053
|
|
|
2012
|
|
452,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
464,000
|
|
|
24,013
|
|
|
940,321
|
|
|
|
2011
|
|
396,923
|
|
|
—
|
|
|
2,151,632
|
|
|
112,708
|
|
|
340,395
|
|
|
305,995
|
|
|
39,943
|
|
|
3,347,596
|
|
|
Gjon N. Nivica, Jr.
Senior Vice President, General Counsel and Corporate Secretary
|
|
2013
|
|
501,077
|
|
|
—
|
|
|
699,982
|
|
(7)
|
—
|
|
|
643,000
|
|
|
14,000
|
|
|
11,852
|
|
|
1,869,911
|
|
|
2012
|
|
473,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
|
15,995
|
|
|
501,841
|
|
|
|
2011
|
|
457,212
|
|
|
—
|
|
|
784,438
|
|
|
166,091
|
|
|
392,098
|
|
|
13,395
|
|
|
33,307
|
|
|
1,846,541
|
|
|
Lori A. Johnston
Senior Vice President, Human Resources
|
|
2013
|
|
430,000
|
|
|
—
|
|
|
699,982
|
|
(7)
|
—
|
|
|
637,000
|
|
|
11,000
|
|
|
16,432
|
|
|
1,794,414
|
|
|
2012
|
|
99,231
|
|
|
301,000
|
|
(8)
|
1,849,976
|
|
|
849,996
|
|
|
—
|
|
|
4,000
|
|
|
52,488
|
|
|
3,156,691
|
|
(1)
|
Principal position as of December 31, 2013. Mr. Rohr joined the Company as CEO in April 2012. Ms. Johnston joined the Company in October 2012. Mr. Nivica resigned as corporate secretary as of February 10, 2014.
|
(2)
|
Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2009 GIP computed in accordance with ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value for
2013
, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013
. Additional information regarding PRSUs granted to the named executive officers during
2013
is set forth in footnote 7 to this
2013
Summary Compensation Table and in the “
2013 Grants of Plan-Based Awards Table
” on a grant-by-grant basis.
|
(3)
|
Represents the grant date fair value of stock options granted in the year indicated under our 2009 GIP computed in accordance with FASB ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013
.
|
(4)
|
Includes annual performance bonus award cash payouts with respect to
2013
performance. Further information about the Annual Performance Bonus Plan is set forth in “
Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards
” and the
“
2013 Grants of Plan-Based Awards Table
”
.
|
(5)
|
Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 4.7% for
2013
. The discount rate in 2012 was 3.8% and the rate in 2011 was 4.6%. The values shown assume retirement from the Celanese Americas Retirement Pension Plan and the Celanese Americas Supplemental Retirement Pension Plan at age 65 with a life only benefit. Mr. Townsend is assumed to retire at his earliest unreduced retirement age of 58 with a life only benefit.
|
(6)
|
See “
Supplemental Perquisites and All Other Compensation Table
” for additional information.
|
(7)
|
The fair value of PRSUs granted under the 2013 LTIP was calculated to be $47.14 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on February 6, 2013, the date of grant, discounted for lack of dividend participation. With respect to PRSUs granted under the 2013 LTIP, payout of such PRSUs can range from a minimum of 0% to a maximum of 200% of target. The target and maximum potential values of the award of PRSUs for the named executive officers using the fair value discussed above, assuming performance at the target and maximum levels of performance conditions, is set forth below. Actual performance, and the stock price at the payout dates, is uncertain.
|
Name
|
Target Number of PRSUs
|
Value at Target Performance
|
Maximum Number of PRSUs
|
Value at Highest Performance
|
Mark C. Rohr
|
106,067
|
$4,999,998
|
212,134
|
$9,999,996
|
Steven M. Sterin
|
21,213
|
$999,981
|
42,426
|
$1,999,962
|
Jay C. Townsend
|
21,213
|
$999,981
|
42,426
|
$1,999,962
|
Gjon N. Nivica, Jr.
|
14,849
|
$699,982
|
29,698
|
$1,399,964
|
Lori A. Johnston
|
14,849
|
$699,982
|
29,698
|
$1,399,964
|
(8)
|
Ms. Johnston’s offer letter provided for a sign-on annual performance bonus award for 2012 based on target Company performance to replace a lost incentive award when she joined the Company.
|
Name
|
|
Supplemental
Savings Plan Contribution
($)
(1)
|
|
Matching
401k Contribution
($)
(2)
|
|
Excess
Personal Liability Insurance Premiums
($)
(3)
|
|
Personal
Benefits Related to Business
Events
($)
(4)
|
|
Executive
Health Services
($)
(5)
|
|
Relocation Tax
Gross-Ups
($)
(6)
|
|
Other
($)
(7)
|
|||||||
Mark C. Rohr
|
|
—
|
|
|
12,750
|
|
|
2,539
|
|
|
—
|
|
|
—
|
|
|
11,294
|
|
|
105
|
|
Steven M. Sterin
|
|
—
|
|
|
11,644
|
|
|
2,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Jay C. Townsend
|
|
10,115
|
|
|
12,750
|
|
|
666
|
|
|
2,246
|
|
|
2,295
|
|
|
—
|
|
|
—
|
|
Gjon N. Nivica, Jr.
|
|
—
|
|
|
11,186
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Lori A. Johnston
|
|
—
|
|
|
12,750
|
|
|
666
|
|
|
—
|
|
|
2,295
|
|
|
197
|
|
|
524
|
|
(1)
|
The Celanese Americas Supplemental Retirement Savings Plan (“CASRSP”), is an unfunded, nonqualified defined contribution plan that is available only to persons employed by Celanese prior to January 1, 2001. If a person meets this eligibility requirement, he or she is entitled to an allocation under this plan equal to 5% of his or her salary in excess of the compensation limits under CARSP. The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP. Further information about the CASRSP is set forth in the “
2013 Nonqualified Deferred Compensation Table
”
.
|
(2)
|
We make a matching contribution based on the employee’s pre-tax and after-tax contributions to the CARSP. We match 100% up to the first 5% that is contributed up to a base salary of $255,000. Contributions that are in excess of 5% will not be matched. This benefit is made available to all U.S.-based eligible employees.
|
(3)
|
The Group Excess Personal Liability insurance policy provides excess limit of liability coverage to senior executives.
|
(4)
|
This column includes expenses paid for or reimbursed by the Company in connection with spousal or guest attendance at business-related events, as well as certain non-business related expenses incurred by the named executive officer at these events. Such expenses could include meals, airfare, lodging, other entertainment and other similar items.
|
(5)
|
Represents the cost of an annual comprehensive physical exam and expert consultation.
|
(6)
|
Paid to reimburse Mr. Rohr and Ms. Johnston for taxes paid in connection with relocation expenses paid by us in accordance with our relocation policy available to all eligible employees. No other tax gross-ups were paid to any other named executive officer during
2013
.
|
(7)
|
Represents for Mr. Rohr and Ms. Johnston, relocation benefits of $105 and $524, respectively, in connection with our relocation policy. The table does not include any amounts for personal benefits provided to our named executive officers for which we believe there is no aggregate incremental cost to the Company.
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
All Other Stock Awards
|
|
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
|
|||||||||||||||
|
|
|
|
|
|
Number
of
Shares
of Stock
or Units
(#)
|
|
Number
of
Securities
Under-
lying
Options
(#)
|
|
||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maxi-
mum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maxi-
mum
(#)
|
|
|
|
||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(l)
|
|||||
Mark C. Rohr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
APBP
(1)
|
|
N/A
|
|
337,500
|
|
1,350,000
|
|
2,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PRSUs
(2)
|
|
2/6/13
|
|
|
|
|
|
|
|
36,063
|
|
|
106,067
|
|
|
212,134
|
|
|
|
|
|
|
4,999,998
|
|
|
Steven M. Sterin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
APBP
(1)
|
|
N/A
|
|
118,846
|
|
475,385
|
|
950,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PRSUs
(2)
|
|
2/6/13
|
|
|
|
|
|
|
|
7,212
|
|
|
21,213
|
|
|
42,426
|
|
|
|
|
|
|
999,981
|
|
|
Jay C. Townsend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
APBP
(1)
|
|
N/A
|
|
104,800
|
|
419,200
|
|
838,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PRSUs
(2)
|
|
2/6/13
|
|
|
|
|
|
|
|
7,212
|
|
|
21,213
|
|
|
42,426
|
|
|
|
|
|
|
999,981
|
|
|
Gjon N. Nivica, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
APBP
(1)
|
|
N/A
|
|
87,688
|
|
350,754
|
|
701,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PRSUs
(2)
|
|
2/6/13
|
|
|
|
|
|
|
|
5,049
|
|
|
14,849
|
|
|
29,698
|
|
|
|
|
|
|
699,982
|
|
|
Lori A. Johnston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
APBP
(1)
|
|
N/A
|
|
75,250
|
|
301,000
|
|
602,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PRSUs
(2)
|
|
2/6/13
|
|
|
|
|
|
|
|
5,049
|
|
|
14,849
|
|
|
29,698
|
|
|
|
|
|
|
699,982
|
|
(1)
|
2013 Annual Performance Bonus Plan. For purposes of this table, (i) the “threshold” bonus amount is calculated based on all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based on all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based on all performance measures being achieved at the plan superior levels (200% of target bonus); and (iv) the individual performance modifier for each executive officer being equal to 100% in all the scenarios. Awards are also subject to an individual modifier ranging from 0-150%, regardless of the level of achievement. See “
Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards
” for additional information.
|
(2)
|
PRSUs were awarded under the 2009 GIP for the 2013 LTIP program and vest 50% on each of February 1, 2015 and January 1, 2016, based on the Company’s achievement of target levels of Adjusted EBIT growth during fiscal year 2013 and 2014. If the growth target is not met, participants will be entitled to receive as the performance payout 34% of the target number of PRSUs if the Company’s Operating EBITDA for the performance period is greater that 5% of net sales for the period.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option
Expira-tion
Date
|
|
Number of
Shares or Units of Stock That Have Not Vested
(#)
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or Payout Value of Unearned Shares, Units or
Other
Rights
That Have
Not
Vested
(1)
($)
|
||||||||||
(a)
|
|
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
||||||||||
Mark C. Rohr
|
|
4/25/07
|
|
25,000
|
|
|
—
|
|
|
|
32.68
|
|
4/25/17
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
4/5/12
|
|
7,508
|
|
|
22,524
|
|
(2)
|
|
45.38
|
|
4/5/19
|
|
|
22,082
|
|
(6)
|
|
1,221,355
|
|
—
|
|
|
|
—
|
|
|
|
|
4/5/12
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
42,229
|
|
(11)
|
|
2,335,686
|
|
|
|
2/6/13
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
106,067
|
|
(12)
|
|
5,866,566
|
|
Steven M. Sterin
|
|
2/10/10
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
13,436
|
|
(7)
|
|
743,145
|
|
|
—
|
|
|
|
—
|
|
|
|
10/1/10
|
|
—
|
|
|
3,330
|
|
(3)
|
|
32.35
|
|
10/1/17
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10/3/11
|
|
—
|
|
|
10,426
|
|
(4)
|
|
32.51
|
|
10/1/18
|
|
|
3,622
|
|
(8)
|
|
200,333
|
|
|
—
|
|
|
|
—
|
|
|
|
11/1/11
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
12,147
|
|
(11)
|
|
671,851
|
|
|
|
2/6/13
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
21,213
|
|
(12)
|
|
1,173,291
|
|
Jay C. Townsend
|
|
10/1/10
|
|
5,349
|
|
|
1,786
|
|
(3)
|
|
32.35
|
|
10/1/17
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10/3/11
|
|
4,952
|
|
|
4,952
|
|
(4)
|
|
32.51
|
|
10/1/18
|
|
|
1,721
|
|
(8)
|
|
95,189
|
|
|
—
|
|
|
|
—
|
|
|
|
11/1/11
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
5,769
|
|
(11)
|
|
319,083
|
|
|
|
12/20/11
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
14,220
|
|
(9)
|
|
786,508
|
|
|
—
|
|
|
|
—
|
|
|
|
2/6/13
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
21,213
|
|
(12)
|
|
1,173,291
|
|
Gjon N. Nivica, Jr.
|
|
4/22/09
|
|
86,998
|
|
|
—
|
|
|
|
17.17
|
|
4/22/16
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10/1/10
|
|
5,706
|
|
|
1,904
|
|
(3)
|
|
32.35
|
|
10/1/17
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10/3/11
|
|
7,296
|
|
|
7,299
|
|
(4)
|
|
32.51
|
|
10/1/18
|
|
|
2,536
|
|
(8)
|
|
140,266
|
|
|
—
|
|
|
|
—
|
|
|
|
11/1/11
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
8,503
|
|
(11)
|
|
470,301
|
|
|
|
2/6/13
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
14,849
|
|
(12)
|
|
821,298
|
|
Lori A. Johnston
|
|
10/17/12
|
|
19,009
|
|
|
38,076
|
|
(5)
|
|
37.55
|
|
10/17/19
|
|
|
33,395
|
|
(10)
|
|
1,847,077
|
|
|
—
|
|
|
|
—
|
|
|
|
2/6/13
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
14,849
|
|
(12)
|
|
821,298
|
|
(1)
|
For PRSUs, the market or payout value has been computed based on the number of units awarded, at target performance, multiplied by the closing stock price on
December 31, 2013
. Actual performance and payout value may vary.
|
(2)
|
25% of the option award vests each year on April 5 beginning in 2013.
|
(3)
|
25% of the option award vests, subject to a hold requirement upon exercise, each year on October 1 beginning in 2011. Under the hold requirement, when each awarded stock option is exercised, the executive officer must hold the net shares received after covering the exercise price, taxes and any transaction costs for an additional one year.
|
(4)
|
25% of the option award vests, subject to a hold requirement upon exercise, each year on October 1 beginning in 2012.
|
(5)
|
33.3% of the option award vests each year on October 17 beginning in 2013.
|
(6)
|
The restricted stock award vests 33.3% on October 1, 2012, 33.3% on April 5, 2013 and 33.4% on April 5, 2015.
|
(7)
|
RSUs vest on June 30, 2014.
|
(8)
|
RSUs vest, subject to a hold requirement, 30% on October 1, 2012, 30% on October 1, 2013 and 40% on October 1, 2014. Under the hold requirement, when RSUs vest, a portion (55%) is immediately deliverable to the executive officer and the remaining portion (45%) is held until the seventh anniversary of the grant date.
|
(9)
|
RSUs vest 33% on December 20, 2012, 33% on December 20, 2013 and 34% on December 20, 2014.
|
(10)
|
RSUs vest 33.33% on October 17, 2013, 33.33% on October 17, 2014 and 33.34% on October 17, 2015.
|
(11)
|
PRSUs vest, subject to a hold requirement, on November 1, 2014 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics. The 2011 PRSUs vest based on the Company’s achievement of the following performance metrics. See “
Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Long-Term Incentive Compensation
” for additional information.
|
Operating EBITDA
|
Relative TSR
|
||
Below Threshold
|
Target
|
Stretch
|
|
Below Threshold
|
0%
|
0%
|
0%
|
Threshold
|
25%
|
50%
|
75%
|
Target
|
50%
|
100%
|
150%
|
Stretch
|
75%
|
150%
|
225%
|
(12)
|
PRSUs vest 50% on each of February 1, 2015 and January 1, 2016 subject to adjustment (0-200% of targeted amount shown) based on Company performance against pre-established metrics. The 2013 PRSUs vest based on the Company’s achievement of the following performance metrics. See “
Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Long-Term Incentive Compensation
” for additional information.
|
|
Below Threshold*
|
Target
|
Stretch
|
Adjusted EBIT for 2013 and 2014
|
0%
|
100%
|
200%
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value
Realized
on Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
(1)
|
|
Value
Realized
on Vesting
($)
|
||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
||||||
Mark C. Rohr
|
|
—
|
|
|
|
—
|
|
|
22,013
|
|
|
|
928,949
|
|
Steven M. Sterin
|
|
70,414
|
|
(2)
|
|
1,391,711
|
|
|
16,108
|
|
(3)
|
|
853,482
|
|
Jay C. Townsend
|
|
—
|
|
|
|
—
|
|
|
36,118
|
|
(3)
|
|
1,822,502
|
|
Gjon N. Nivica, Jr.
|
|
13,002
|
|
|
|
501,361
|
|
|
14,734
|
|
(3)
|
|
780,681
|
|
Lori A. Johnston
|
|
—
|
|
|
|
—
|
|
|
16,672
|
|
|
|
900,371
|
|
(1)
|
Gross shares (includes shares withheld to cover taxes) acquired.
|
(2)
|
Includes shares that vested but are held until expiration of a one-year hold period from date of exercise, when they will be released, as follows: Mr. Sterin – 5,174 shares.
|
(3)
|
Includes shares that vested but are deferred as RSUs until expiration of the seven-year hold period from date of grant, when they will be paid out subject to federal, state and local income taxes, as follows: Mr. Sterin – 7,250 shares; Mr. Townsend – 3,813 shares; and Mr. Nivica – 6,632 shares.
|
Name
|
|
Plan Name
|
|
Number
of Years
Credited Service
(#)
|
|
Present
Value of Accumulated Benefit
($)
|
|
Payments
During Last Fiscal Year
($)
|
|||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||
Mark C. Rohr
|
|
Celanese Americas Retirement Pension Plan
|
|
1.6667
|
|
|
25,000
|
|
|
—
|
|
Steven M. Sterin
|
|
Celanese Americas Retirement Pension Plan
|
|
10.6667
|
|
|
119,000
|
|
|
—
|
|
Jay C. Townsend
|
|
Celanese Americas Retirement Pension Plan
|
|
13.5833
|
|
|
677,000
|
|
|
—
|
|
|
Celanese Americas Supplemental Retirement Pension Plan
|
|
13.5833
|
|
|
1,716,000
|
|
|
—
|
|
|
Gjon N. Nivica, Jr.
|
|
Celanese Americas Retirement Pension Plan
|
|
4.7500
|
|
|
58,000
|
|
|
—
|
|
Lori A. Johnston
|
|
Celanese Americas Retirement Pension Plan
|
|
1.1667
|
|
|
15,000
|
|
|
—
|
|
Name
|
|
Plan Name
|
|
Executive
Contri-butions in Last FY
($)
|
|
Registrant
Contri-butions in Last FY
($)
(1)
|
|
Aggregate
Earnings in Last FY
($)
(2)
|
|
Aggregate
Withdrawal/ Distributions
($)
|
|
Aggregate
Balance at Last
FYE
($)
(3)
|
|||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|||||
Mark C. Rohr
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Steven M. Sterin
|
|
2009 Global Incentive Plan
|
|
—
|
|
|
384,141
|
|
|
50,957
|
|
|
—
|
|
|
564,710
|
|
Jay C. Townsend
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
|
—
|
|
|
10,115
|
|
|
1,088
|
|
|
—
|
|
|
54,813
|
|
|
2009 Global Incentive Plan
|
|
—
|
|
|
202,032
|
|
|
26,283
|
|
|
—
|
|
|
294,444
|
|
|
Gjon N. Nivica, Jr.
|
|
2008 Deferred Compensation Plan
|
|
50,108
|
|
|
—
|
|
|
59,853
|
|
|
—
|
|
|
274,620
|
|
|
2009 Global Incentive Plan
|
|
—
|
|
|
351,397
|
|
|
37,143
|
|
|
—
|
|
|
469,664
|
|
|
Lori A. Johnston
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan represent Company contributions credited under the plan for
2013
, which amounts are also included as All Other Compensation in the “
2013 Summary Compensation Table
”. Amounts in this column for the 2009 GIP represent the portion of long-term incentive plan PRSU or RSU awards that vested during
2013
but remain subject to a hold requirement. The amount reported is based on our stock price on the applicable vesting date. These awards were included as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted, based on the grant date fair value. None of the amounts in this column for the 2009 GIP were reported as compensation in the “
2013 Summary Compensation Table
”
.
|
(2)
|
Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan and the 2008 Deferred Compensation Plan represent earnings during
2013
under such plans. Amounts in this column for the 2009 GIP represent changes in our stock price during the year for all outstanding RSUs and/or PRSUs that were previously vested but remain subject to a hold requirement, plus related unpaid cash dividends credited during
2013
on such awards. None of the amounts in this column were reported as compensation in the “
2013 Summary Compensation Table
”
.
|
(3)
|
Amounts in this column for the 2009 GIP include the value, at December 31,
2013
, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted. The portion of amounts in this column that have been reported in prior year Summary Compensation Tables is as follows: (i) for the 2009 GIP, Mr. Sterin – $129,395, Mr. Townsend – $-0- and Mr. Nivica – $81,000; (ii) for the Celanese Americas Supplemental Retirement Savings Plan, Mr. Townsend – $3,116; and (iii) for the 2008 Deferred Compensation Plan, Mr. Nivica – $164,660.
|
Potential Payments Upon Termination or Change In Control
|
•
|
a lump sum payment equal to two times the sum of:
|
▪
|
the officer’s then current annualized base salary, and
|
▪
|
the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash bonuses paid by the Company to the officer for the three fiscal years preceding the date of termination; and
|
•
|
group health and dental coverage for the officer and his or her dependents for a period of two years (18 months in the case of Mr. Rohr, Mr. Nivica and Ms. Johnston) following the date of termination.
|
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
Without
Termination |
|
With
Termination |
||||||||||||
Mark C. Rohr
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
5,547,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,100,000
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock Options
(2)
|
|
—
|
|
|
141,354
|
|
|
141,354
|
|
|
141,354
|
|
|
223,663
|
|
|
223,663
|
|
||||||
Restricted Stock Award
(2)
|
|
—
|
|
|
721,972
|
|
|
721,972
|
|
|
721,972
|
|
|
1,237,586
|
|
|
1,237,586
|
|
||||||
PRSUs
(3)
|
|
—
|
|
|
4,373,915
|
|
|
3,719,763
|
|
|
3,719,763
|
|
|
8,202,252
|
|
|
8,202,252
|
|
||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
11,274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,911
|
|
||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
10,811,865
|
|
|
$
|
4,583,089
|
|
|
$
|
4,583,089
|
|
|
$
|
9,663,501
|
|
|
$
|
13,780,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Steven M. Sterin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,756,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,120,000
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock Options
(2)
|
|
—
|
|
|
218,127
|
|
|
218,127
|
|
|
218,127
|
|
|
314,170
|
|
|
314,170
|
|
||||||
RSUs
(2)
|
|
—
|
|
|
807,692
|
|
|
807,692
|
|
|
807,692
|
|
|
943,478
|
|
|
943,478
|
|
||||||
PRSUs
(3)
|
|
—
|
|
|
874,838
|
|
|
922,681
|
|
|
922,681
|
|
|
1,845,142
|
|
|
1,845,142
|
|
||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
19,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,524
|
|
||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
3,692,919
|
|
|
$
|
1,948,500
|
|
|
$
|
1,948,500
|
|
|
$
|
3,102,790
|
|
|
$
|
5,261,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
Without
Termination |
|
With
Termination |
||||||||||||
Jay C. Townsend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,551,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,765,600
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock Options
(2)
|
|
—
|
|
|
107,438
|
|
|
107,438
|
|
|
107,438
|
|
|
153,912
|
|
|
153,912
|
|
||||||
RSUs
(2)
|
|
—
|
|
|
617,591
|
|
|
617,591
|
|
|
617,591
|
|
|
881,697
|
|
|
881,697
|
|
||||||
PRSUs
(3)
|
|
—
|
|
|
874,838
|
|
|
667,924
|
|
|
667,924
|
|
|
1,492,374
|
|
|
1,492,374
|
|
||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
19,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,524
|
|
||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
3,187,169
|
|
|
$
|
1,392,953
|
|
|
$
|
1,392,953
|
|
|
$
|
2,527,983
|
|
|
$
|
4,332,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gjon N. Nivica, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,356,935
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,693,200
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock Options
(2)
|
|
—
|
|
|
144,731
|
|
|
144,731
|
|
|
144,731
|
|
|
210,133
|
|
|
210,133
|
|
||||||
RSUs
(2)
|
|
—
|
|
|
105,200
|
|
|
105,200
|
|
|
105,200
|
|
|
140,266
|
|
|
140,266
|
|
||||||
PRSUs
(3)
|
|
—
|
|
|
612,392
|
|
|
645,910
|
|
|
645,910
|
|
|
1,291,599
|
|
|
1,291,599
|
|
||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
19,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,893
|
|
||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
2,254,720
|
|
|
$
|
895,841
|
|
|
$
|
895,841
|
|
|
$
|
1,641,998
|
|
|
$
|
3,364,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lori A. Johnston
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,155,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,462,000
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock Options
(2)
|
|
—
|
|
|
352,110
|
|
|
352,110
|
|
|
352,110
|
|
|
676,230
|
|
|
676,230
|
|
||||||
RSUs
(2)
|
|
—
|
|
|
961,730
|
|
|
961,730
|
|
|
961,730
|
|
|
1,847,077
|
|
|
1,847,077
|
|
||||||
PRSUs
(3)
|
|
—
|
|
|
612,392
|
|
|
306,196
|
|
|
306,196
|
|
|
821,298
|
|
|
821,298
|
|
||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
19,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,893
|
|
||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
3,117,104
|
|
|
$
|
1,620,036
|
|
|
$
|
1,620,036
|
|
|
$
|
3,344,605
|
|
|
$
|
4,835,498
|
|
(1)
|
Paid pursuant to our Executive Severance Benefits Plan and change in control agreements, as applicable and discussed above.
|
(2)
|
Stock options, restricted stock awards (including accumulated dividends) and RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the
|
(3)
|
Upon a change in control, PRSUs vest in full at target levels if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.
|
(4)
|
Represents the excise tax gross-up required to make the executive whole after payment of the excise tax imposed under Section 4999. This benefit may be paid by the Company under Messrs. Sterin’s and Townsend’s change in control agreements, subject to certain limitations. Messrs. Rohr and Nivica and Ms. Johnston are not entitled to any tax gross-up.
|
(5)
|
Represents reimbursement of premiums for two years (Messrs. Sterin and Townsend) or 18 months (Messrs. Rohr, Nivica and Jensen and Ms. Johnston) of medical and dental coverage continuation upon a change in control, and the payment of COBRA premiums for a period of one year from the date of termination under our Executive Severance Benefits Plan, each based on
2013
rates.
|
(6)
|
Upon termination by the Company without cause, each executive is entitled to up to $16,200 in outplacement services.
|
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
|
Related Party Transaction Policies and Procedures
|
|
|
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 |
||||
Name
|
|
|
|
|
||||||||
T. Rowe Price Associates, Inc.
(3)
|
|
21,039,378
|
|
|
—
|
|
|
21,039,378
|
|
|
13.5
|
|
Capital Research Global Investors
(4)
|
|
19,547,922
|
|
|
—
|
|
|
19,547,922
|
|
|
12.5
|
|
Dodge & Cox
(5)
|
|
15,839,670
|
|
|
—
|
|
|
15,839,670
|
|
|
10.2
|
|
The Vanguard Group, Inc.
(6)
|
|
8,587,571
|
|
|
—
|
|
|
8,587,571
|
|
|
5.5
|
|
Directors
(7)(8)
|
|
|
|
|
|
|
|
|
||||
James E. Barlett
|
|
24,518
|
|
|
26,580
|
|
|
51,098
|
|
|
*
|
|
Jean S. Blackwell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Edward G. Galante
|
|
1,250
|
|
|
2,447
|
|
|
3,697
|
|
|
*
|
|
David F. Hoffmeister
|
|
15,920
|
|
|
26,958
|
|
|
42,878
|
|
|
*
|
|
Jay V. Ihlenfeld
|
|
2,299
|
|
|
1,958
|
|
|
4,257
|
|
|
*
|
|
Martin G. McGuinn
|
|
81,714
|
|
|
1,958
|
|
|
83,672
|
|
|
*
|
|
Daniel S. Sanders
|
|
61,524
|
|
|
7,939
|
|
|
69,463
|
|
|
*
|
|
Farah M. Walters
|
|
20,313
|
|
|
33,277
|
|
|
53,590
|
|
|
*
|
|
John K. Wulff
|
|
41,000
|
|
|
18,259
|
|
|
59,259
|
|
|
*
|
|
Named Executive Officers
(7)
|
|
|
|
|
|
|
|
|
||||
Lori A. Johnston
|
|
9,678
|
|
|
19,009
|
|
|
28,687
|
|
|
*
|
|
Gjon N. Nivica, Jr.
|
|
29,977
|
|
|
100,000
|
|
|
129,977
|
|
|
*
|
|
Mark C. Rohr
|
|
84,184
|
|
|
40,016
|
|
|
124,200
|
|
|
*
|
|
Steven M. Sterin
|
|
44,477
|
|
(9)
|
—
|
|
|
44,477
|
|
|
*
|
|
Jay C. Townsend
|
|
159,652
|
|
|
10,301
|
|
|
169,953
|
|
|
*
|
|
All present directors, nominees and executive officers as a group (15 persons)
(9)(10)
|
|
584,487
|
|
(9)
|
288,702
|
|
|
873,189
|
|
|
*
|
|
*
|
Less than 1% of shares.
|
(1)
|
Includes shares for which the named person or entity has sole and/or shared voting and/or investment power and restricted stock awards subject to vesting conditions. Does not include shares that may be acquired through exercise of options or vesting of restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.
|
(2)
|
Reflects rights to acquire shares of Common Stock within 60 days of
February 24, 2014
, and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options, granted under the 2004 stock incentive plan and the 2009 GIP, that have vested or will vest within 60 days of
February 24, 2014
, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of
February 24, 2014
. Also includes units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. Sanders – 5,981 equivalent shares; Ms. Walters – 6,319 equivalent shares; and Mr. Wulff – 16,301 equivalent shares.
|
(3)
|
On February 12, 2014, T. Rowe Price Associates, Inc. (“Price Associates”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 21,039,378 shares of Common Stock as of December 31, 2013, with sole voting power over 7,107,273 shares and sole dispositive power over 20,978,728. As disclosed by Price Associates, these securities are owned by various individual and institutional investors for which Price Associates serves as an investment advisor with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be the beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.
|
(4)
|
On February 13, 2014, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership of 19,547,922 shares of Common Stock as of December 31, 2013 with sole voting power and sole dispositive power over such shares. On February 13, 2014, The Growth Fund of America, Inc. (“Growth Fund”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 8,875,000 shares of Common Stock as of December 31, 2013 and indicating ability to vote such shares under certain circumstances. Based on a review of these filings, Capital Research and Management Company manages and/or advises each of Capital Research and Growth Fund and, accordingly, as noted in the filings, shares reflected in each of these reporting person’s filings may include the other related reporting person’s holdings. The address of Capital Research and Growth Fund is 333 South Hope Street, Los Angeles, CA 90071.
|
(5)
|
On February 13, 2014, Dodge & Cox filed an Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 15,839,670 shares of Common Stock as of December 31, 2013, with sole voting power over 14,898,270 shares and sole dispositive power over 15,839,670 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
|
(6)
|
On February 12, 2014 The Vanguard Group, Inc. (“Vanguard Group”) filed a Schedule 13G with the SEC reporting beneficial ownership of 8,587,571 shares of Common Stock as of December 31, 2013, with sole voting power over 146,777 shares, sole dispositive power over 8,461,834 shares and shared dispositive power over 125,737 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of Vanguard Group, are the beneficial owners of 90,037 shares and 92,440 shares, respectively, and direct the voting of these shares
.
The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(7)
|
Except as set forth in the footnotes below, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.
|
(8)
|
Mr. Rohr also serves as a director and his ownership information is set forth under “Named Executive Officers”.
|
(9)
|
Includes beneficial ownership of Common Stock by Steven M. Sterin of 1,076 equivalent shares, and by other executive officers of an aggregate of 999 equivalent shares, in the Celanese Americas Retirement Savings Plan Stock Fund as of
February 24, 2014
. These individuals have the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.
|
(10)
|
Does not include 480,087 PRSUs (at target) held by our current executive officers as of
February 24, 2014
subject to future performance and vesting conditions.
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
QUESTIONS AND ANSWERS ABOUT
THE PROXY MATERIALS AND THE ANNUAL MEETING |
•
|
FOR
the election of each of the nominees for Class I director named in this Proxy Statement – Jean S. Blackwell, Martin G. McGuinn, Daniel S. Sanders, and John K. Wulff;
|
•
|
FOR
advisory approval of executive compensation; and
|
•
|
FOR
the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ended December 31,
2014
.
|
•
|
Stockholder of Record.
If you are a stockholder of record, please use the same contact information provided above under “How can I request free copies of the proxy materials or additional information?”
|
•
|
Beneficial Owner.
If you are a beneficial owner, please submit your request to your broker, bank or other nominee that is the Record Holder of your shares.
|
OTHER MATTERS
|
|
Year Ended December 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted
(1)
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
1,101
|
|
|
372
|
|
(Earnings) loss from discontinued operations
|
—
|
|
|
4
|
|
Interest income
|
(1
|
)
|
|
(2
|
)
|
Interest expense
|
172
|
|
|
185
|
|
Refinancing expense
|
1
|
|
|
3
|
|
Income tax provision (benefit)
|
508
|
|
|
(55
|
)
|
Certain items
(2)
|
(725
|
)
|
|
455
|
|
Adjusted EBIT
|
1,056
|
|
|
962
|
|
Depreciation and amortization expense
(3)
|
302
|
|
|
300
|
|
Operating EBITDA
|
1,358
|
|
|
1,262
|
|
(1)
|
Effective January 1, 2013, we elected to change our policy for recognizing actuarial gains and losses and the change in fair value of plan assets for our defined benefit pension plans and other postretirement benefit plans. We now immediately recognize the change in fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. The remaining components of our net periodic benefit cost are recorded on a quarterly basis.
|
(2)
|
Information about Certain items is included in Table 8 of the Company’s press release dated January 23, 2014 available in the investor relations section of our website at
www.celanese.com
and is also available as Exhibit 99.1 to our Form 8-K furnished to the SEC on January 23, 2014.
|
(3)
|
Excludes accelerated depreciation and amortization expense included in Certain items above.
|
|
Year Ended December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Net cash provided by (used in) operating activities
|
762
|
|
|
722
|
|
Adjustments to operating cash for discontinued operations
|
4
|
|
|
(2
|
)
|
Net cash provided by (used in) operating activities from continuing operations
|
766
|
|
|
720
|
|
Capital expenditures on property, plant and equipment
|
(370
|
)
|
|
(361
|
)
|
Cash flow adjustments
(1)
|
(24
|
)
|
|
(20
|
)
|
Adjusted free cash flow
|
372
|
|
|
339
|
|
(1)
|
Primarily associated with purchases of other productive assets that are classified as ‘investing activities’ for GAAP purposes. Amount for 2012 also includes Kelsterbach plant relocation related cash expenses.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
As Adjusted
(1)
|
||||||
|
|
|
per
share
|
|
|
|
per
share
|
||||
|
(In $ millions, except per share data)
|
||||||||||
Earnings (loss) from continuing operations
|
1,101
|
|
|
6.91
|
|
|
376
|
|
|
2.35
|
|
Deduct: Income tax (provision) benefit
|
(508
|
)
|
|
|
|
55
|
|
|
|
||
Earnings (loss) from continuing operations before tax
|
1,609
|
|
|
|
|
321
|
|
|
|
||
Certain items
(2)
|
(725
|
)
|
|
|
|
455
|
|
|
|
||
Refinancing and related expenses
|
1
|
|
|
|
|
8
|
|
|
|
||
Adjusted earnings (loss) from continuing operations before tax
|
885
|
|
|
|
|
784
|
|
|
|
||
Income tax (provision) benefit on adjusted earnings
(3)
|
(168
|
)
|
|
|
|
(133
|
)
|
|
|
||
Noncontrolling interests
|
—
|
|
|
|
|
—
|
|
|
|
||
Adjusted earnings (loss) from continuing operations
(4)
|
717
|
|
|
4.50
|
|
|
651
|
|
|
4.07
|
|
|
|
|
|
|
|
|
|
||||
|
Diluted shares (in millions)
(5)
|
||||||||||
Weighted average shares outstanding
|
158.8
|
|
|
|
|
158.4
|
|
|
|
||
Dilutive stock options
|
0.2
|
|
|
|
|
0.8
|
|
|
|
||
Dilutive restricted stock units
|
0.3
|
|
|
|
|
0.6
|
|
|
|
||
Total diluted shares
|
159.3
|
|
|
|
|
159.8
|
|
|
|
(1)
|
Effective January 1, 2013, we elected to change our policy for recognizing actuarial gains and losses and the change in fair value of plan assets for our defined benefit pension plans and other postretirement benefit plans. We now immediately recognize the change in fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. The remaining components of our net periodic benefit cost are recorded on a quarterly basis.
|
(2)
|
Information about Certain items is included in Table 8 of the Company’s press release dated January 23, 2014 available in the investor relations section of our website at
www.celanese.com
and is also available as Exhibit 99.1 to our Form 8-K furnished to the SEC on January 23, 2014.
|
(3)
|
The adjusted effective tax rate is
19%
for the year ended
December 31, 2013
and 17% for the year ended December 31, 2012.
|
(4)
|
The year ended December 31, 2013 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 7.9% vs. expected plan asset returns of 8.0%. The year ended December 31, 2012 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 13.1% vs. expected plan asset returns of 8.1%.
|
(5)
|
Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
|