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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Fiscal 2011 Compensation Decisions
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In 2011, we continued our progress towards becoming the premier chemical company. Some of the key metrics that demonstrate this success are:
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Net sales increased 14.3% to $6.8 billion in 2011.
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Operating EBITDA for 2011 was $1.36 billion, which represents an increase of 21.4% over 2010 (see page 15 for description).
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Diluted net earnings per share was $3.82 for 2011 compared to $2.38 in 2010, which represents a year-over-year increase of 60.5%.
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We had positive one-, three- and five-year total stockholder return, and in 2011 we outpaced the S&P 500 Index and the Dow Jones U.S. Chemical Index.
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As a result of our strong performance in 2011, the named executive officers received cash bonuses at 94.24% of target, further adjusted by individual performance. In addition, we awarded stock options, time-vesting RSUs and performance-vesting RSUs in amounts consistent with our historical practices and peer data, and several retention RSU awards.
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2011 Compensation Summary
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The following table summarizes the compensation of our Chief Executive Officer, Chief Financial Officer and our next three most highly compensated executive officers, to whom we refer collectively as the named executive officers, for the fiscal year ended December 31, 2011, as determined by the rules of the Securities and Exchange Commission, or SEC (see page 58 for prior year information and footnotes).
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Name
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Salary
($)
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Option
Awards
($)
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Stock
Awards
($)
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Non-Executive
Incentive
Plan
Compensation
($)
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Change in Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total
Compensation
($)
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David N. Weidman,
Chairman and CEO
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900,000
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1,067,763
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3,307,799
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1,441,872
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535,817
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52,752
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7,306,003
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Steven M. Sterin,
Senior Vice President and CFO
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517,692
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237,273
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740,026
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507,388
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23,188
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30,269
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2,055,836
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Douglas M. Madden,
Chief Operating Officer*
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650,000
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284,728
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2,688,210
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716,695
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1,843,970
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38,536
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6,222,139
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Gjon N. Nivica, Jr., Senior Vice President, General Counsel and Corporate Secretary
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457,212
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166,091
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784,438
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392,098
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13,395
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33,307
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1,846,541
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Jay C. Townsend, Senior Vice President, Business Strategy Development and Procurement*
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396,923
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112,708
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2,151,632
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340,395
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305,995
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40,658
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3,348,310
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* Amount included in Stock Awards column includes December 2011 retention equity award.
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2013 Annual Meeting
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Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by us by November 9, 2012.
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Notice of stockholder proposals outside of SEC Rule 14a-8 must be delivered to us no earlier than December 20, 2012 and no later than January 19, 2013.
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TABLE OF CONTENTS
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 19, 2012
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Celanese Corporation’s Notice of Annual Meeting and Proxy Statement, 2011 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:
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April 19, 2012
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Time:
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7:30 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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(1) To elect James E. Barlett, David F. Hoffmeister and Paul H. O’Neill to serve on our board of directors until the 2015 Annual Meeting of Stockholders, and to elect Jay V. Ihlenfeld to serve on our board of directors until the 2013 Annual Meeting of Stockholders, or until their successors are elected and qualified;
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(2) Advisory vote to approve executive compensation;
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(3) To approve amendments to our 2009 Global Incentive Plan;
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(4) To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2012; and
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(5) 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 21, 2012.
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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 19, 2012
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Celanese Corporation’s Notice of Annual Meeting and Proxy Statement, 2011 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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QUESTIONS AND ANSWERS ABOUT
THE PROXY MATERIALS AND THE ANNUAL MEETING |
•
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FOR
the election of each of the nominees for Class II director named in this Proxy Statement – James E. Barlett, David F. Hoffmeister, and Paul H. O’Neill, and the nominee for Class III director named in this Proxy Statement – Jay V. Ihlenfeld;
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•
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FOR
the ratification of the selection of KPMG LLP as our independent registered public accounting firm for
2012
.
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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?
”
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PROPOSAL 1: ELECTION OF DIRECTORS
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Director Nominees
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Class II Directors
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James E. Barlett
, 68, has been a member of our board of directors since December 2004. He has been Vice Chairman of TeleTech Holdings, Inc. since October 2001 and a member of the board of directors of TeleTech since February 2000. He previously served as the Chairman (from 1997), and President and Chief Executive Officer (from 1994), of Galileo International, Inc. until October 2001. 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.
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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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David F. Hoffmeister
, 57, has been a member of our board of directors since May 2006. Mr. Hoffmeister serves as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation. From October 2004 to November 2008, he served as Chief Financial Officer and Leader of Global Finance 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.
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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 currently serves as the chief financial officer of a global biotechnology company. These experiences coupled with his background with a leading business consulting firm led the board to conclude that Mr. Hoffmeister should serve as a director of the Company.
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Paul H. O’Neill
, 76, has been a member of our board of directors since December 2004. Mr. O’Neill served as a Special Advisor at The Blackstone Group L.P. from 2003 until 2011. Prior to that time, he served as U.S. Secretary of the Treasury from 2001 to 2002 and was Chief Executive Officer of Alcoa, Inc. from 1987 to 1999 and chairman of the board of directors from 1987 to 2000. Mr. O’Neill also served as a member of the board of directors from February 2003 to April 2006, a member of the audit committee from 2004 to 2006, a member of the executive compensation and development committee from 2003 to 2005 and a member of the governance committee from 2003 to 2004 of Eastman Kodak. He served as a member of the board of directors of Nalco Holding Company from November 2003 to December 2007. Mr. O’Neill has served as a member of the board of directors of TRW Automotive Holdings Corp. since August 2003 and is a member of its corporate governance committee.
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Mr. O’Neill has strong leadership skills, financial expertise and valuable macroeconomic insights gained as the U.S. Secretary of the Treasury and as the chief executive officer of a global public manufacturing company. Additionally, Mr. O’Neill brings broad knowledge of corporate and political governance gained through experience while in government and on boards of other public companies. As a result, the board concluded Mr. O’Neill should serve as a director of the Company.
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Class III Director
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Jay V. Ihlenfeld
, 60, has been a member of our board of directors since February 2012. Since 2006, he has 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.
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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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Vote Required
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Recommendation of the Board
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Directors Continuing in Office
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Martin G. McGuinn
, 69, has been a member of our board of directors since August 2006. He 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), a member of the audit committee and the chairman of the compensation committee of iGATE Corporation. Mr. McGuinn serves as a member of the Advisory Board of CapGen Financial Group. From January 1999 until February 2006, he was Chairman and Chief Executive Officer of Mellon Financial Corporation, 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.
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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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Daniel S. Sanders
, 71, has been a member of our board of directors since December 2004. He was President of ExxonMobil Chemical Company and Vice President of ExxonMobil Corporation 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. Since the merger, he has 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. He served as the non-executive chairman of Milliken & Company until August 2011. Mr. Sanders is the recipient of the 2005 Chemical Industry Medal awarded by the Society of Chemical Industry (American Section).
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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 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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John K. Wulff
, 63, has been a member of our board of directors since August 2006. He is the former Chairman of the board of directors of Hercules Incorporated, a position 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 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 audit committee and a member of the governance and compensation committee of Moody’s Corporation. He is also a member of the executive committee, the chairman of the compensation committee and a member of the board of directors of Sunoco, Inc. (since March 2004). He has previously served on Sunoco’s audit committee. Mr. Wulff is chairman of the audit committee, a member of the finance and pension committee and a member of the board of directors of Chemtura Corporation (since October 2009). Mr. Wulff served as a director of Fannie Mae from December 2004 to September 2008 and chairman of the nominating and governance committee.
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By virtue of his 15 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. In particular, the board was impressed with the leadership Mr. Wulff demonstrated while serving on the board of directors of Fannie Mae, which he joined after the Office of Federal Housing Enterprise Oversight and the U.S. Securities and Exchange Commission had already begun investigations into Fannie Mae’s accounting practices, internal controls, governance, compensation and related activities. This experience and background led the board to conclude that Mr. Wulff should serve as a director of the Company.
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Mark C. Rohr
, 60, has been a member of our board of directors since April 2007. He served as a director and the Executive Chairman of Albemarle Corporation 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) of Albemarle. Prior to that, Mr. Rohr served as Executive Vice President - Operations of Albemarle. Before joining Albemarle, Mr. Rohr served as Senior Vice President, Specialty Chemicals of Occidental Chemical Corporation. Mr. Rohr has served as a member of the board of directors, the audit committee and the environmental, health & safety committee of Ashland Inc. since 2008. He also serves on the executive committee of the American Chemical Council.
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By virtue of his ten 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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Farah M. Walters
, 67, has been a member of our board of directors since May 2007. Since 2005, she 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 committee and the nominating and governance committee. She previously served as the lead director (2006-2007), chairperson of both the compensation and nominating and governance committee and the 2005 CEO 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.
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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 area of 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 Compensation in 2011
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2011 Director Compensation Table
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Fees Earned or
Paid in
Cash
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Stock
Awards
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Option
Awards
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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
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Total
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|||||||
Name
(1)
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($)
(2)
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($)
(3)
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($)
(4)
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($)
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($)
(5)
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($)
(6)
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($)
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|||||||
James E. Barlett
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85,000
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84,564
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—
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—
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—
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—
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169,598
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David F. Hoffmeister
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105,000
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84,564
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—
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—
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—
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2,025
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191,623
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Martin G. McGuinn
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85,000
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84,564
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—
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—
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—
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2,345
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171,943
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Paul H. O’Neill
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95,000
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84,564
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—
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—
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55,410
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5,685
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240,693
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Mark C. Rohr
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95,000
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84,564
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—
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—
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—
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—
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179,598
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Daniel S. Sanders
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85,000
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84,564
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—
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—
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18,784
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1,508
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189,890
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Farah M. Walters
|
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85,000
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84,564
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—
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—
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13,631
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2,168
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185,397
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John K. Wulff
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95,000
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84,564
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—
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—
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19,457
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2,462
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201,517
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(1)
|
Mr. Weidman is not included in this table since he was an employee of the Company during 2011 and received no compensation for his services as a director. Additionally, Mr. Ihlenfeld is not included in this table as he did not join the board until February 2012.
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(2)
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Includes payment of an annual retainer and committee chair fees.
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(3)
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Represents the grant date fair value of 1,664 time-vesting RSUs granted to each director during 2011 under the Company’s 2009 Global Incentive Plan 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, 2011
. As of
December 31, 2011
, each director owned 1,664 time-vesting RSUs.
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(4)
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As of
December 31, 2011
, each director owned the following number of stock options: James E. Barlett, 24,622, all of which are vested; Paul H. O’Neill, 24,622, all of which are vested; Daniel S. Sanders, -0-; David F. Hoffmeister, 25,000, all of which are vested; John K. Wulff, 25,000, all of which are vested; Martin G. McGuinn, 25,000, all of which are vested; Mark C. Rohr, 25,000, of which 18,750 are vested; and Farah M. Walters, 25,000, of which 18,750 are vested.
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(5)
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Includes above-market earnings on amounts deferred under the 2008 Deferred Compensation Plan.
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(6)
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Includes dividends 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
2011
. Such expenses could include meals, airfare, lodging and other entertainment, and other similar items.
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PROPOSAL 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
|
Performance
|
•
|
Our net sales grew to
$6.8
billion in
2011
, representing an increase of
$845
million or
14.3%
over the prior year.
|
•
|
Our Operating EBITDA* increased to
$1.362
billion in
2011
, representing an increase of
$240
million or
21.4%
over the prior year.
|
•
|
Our diluted net earnings per share was
$3.82
in
2011
compared to
$2.38
in
2010
, representing a
60.5%
increase over last year.
|
•
|
Our cumulative total stockholder return over the prior one-, three- and five-year periods was
8%
,
263%
and
76%
, respectively.
|
•
|
In
2011
, our stock outperformed the S&P 500 by 5.95% and the Dow Jones U.S. Chemical Index by over 10.35%.
|
•
|
We increased our quarterly dividend 20% in 2011. Celanese has paid cash dividends for
27
consecutive quarters.
|
•
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During
2011
, we returned an additional $31 million to stockholders by repurchasing shares of our Common Stock under our previously-announced stock repurchase program.
|
Compensation
|
•
|
We emphasize pay for performance and structure our compensation programs to provide appropriate incentives to executives to drive business and financial results. Our named executive officers received annual performance bonus awards based, in part, on our performance relative to three metrics (Operating EBITDA, working capital and safety). The amount of these cash bonus awards reflected our actual performance on these metrics.
|
•
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At least 50% of each of our named executive officers’, and more than 80% of our chief executive officer’s,
2011
targeted compensation was performance-based, with the majority of performance-based compensation coming in the form of long-term incentives subject to hold requirements.
|
•
|
Our three-year average share usage is below the median of our peer group and our fully diluted overhang is below the competitive norms for this group.
|
Governance Practices
|
•
|
We continue to have stock ownership guidelines and an executive compensation recoupment policy for all cash and stock-based awards if non-compete, non-solicitation or other covenants are breached.
|
•
|
Beginning in 2010, we adopted hold requirements on stock-based awards that focus executives on the longer-term effect of decisions made and approved a policy that prohibits the hedging of Company stock by directors and employees (
See
“
Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation
”).
|
•
|
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. 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 further information.
|
•
|
Our senior executives (other than our chief executive officer) are entitled to severance benefits in connection with a termination without cause (or termination with good reason) 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
”).
|
Mitigation Against Excessive Risk
|
•
|
Our long-term incentive plan uses multiple performance metrics to help ensure a balance of absolute and relative performance metrics.
|
•
|
No annual performance bonuses are paid unless the Company meets or exceeds a threshold level of Company operating performance.
|
•
|
The compensation 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 programs are capped.
|
•
|
The compensation 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.
|
•
|
The compensation programs are subject to periodic assessment by the compensation committee and its independent compensation consultant. For additional information, please see “
Compensation Discussion & Analysis — Risk Assessment of Compensation Practices
.”
|
Recommendation of the Board
|
PROPOSAL 3: APPROVAL OF AMENDMENTS TO 2009 GLOBAL INCENTIVE PLAN
|
Plan Highlights
|
•
|
No Evergreen Provision
. The number of authorized shares under the 2009 GIP is fixed with no “evergreen” feature that would cause the number of authorized shares to automatically increase.
|
•
|
Limitations on Share Recycling
. Shares of stock withheld from an award to pay taxes or used for the exercise of stock options will not be eligible for reissue. In addition, the full number of shares covered by an award of stock options or SARs will count against the shares available for future awards, even if fewer shares are actually issued upon exercise.
|
•
|
“Full Value”
Awards Count More Than One-to-One Against the Share Limit
. With respect to awards other than stock options and SARs (e.g., restricted stock and RSUs), the number of shares available for awards under the 2009 GIP is reduced by 1.59 shares for each share covered by such award. We count the maximum number of performance-vested RSUs against the share pool until the actual amount earned is known.
|
•
|
No Repricings Without Stockholder Approval
. Repricing of stock options and SARs is prohibited without prior stockholder approval, with customary exceptions for certain changes in capitalization. This provision applies to both direct repricings (lowering the exercise price or strike price of a stock option or stock appreciation right) as well as indirect repricings (canceling an outstanding stock option or stock appreciation right and granting a replacement stock option or stock appreciation right with a lower exercise price).
|
•
|
No Discounted Options and Stock Appreciation Rights
. Exercise prices must be at least 100% of fair market value (average of high and low stock prices) on the grant date of the award with certain exceptions.
|
•
|
Minimum Vesting Requirements
. Restricted stock and restricted stock unit awards under the 2009 GIP must meet minimum vesting requirements, with certain limited exceptions. Such awards that are not performance-based must generally vest over a period of not less than three years. If awards are considered “performance-
|
•
|
Conservative Change in Control Provisions
. The Company currently intends that the award agreements used under the 2009 GIP will only provide for “double-trigger” acceleration, which affords special treatment in the event of a change in control only if and when the holder’s employment is terminated after the change in control. The Amendments require that a “change in control” for this purpose will occur only upon consummation of the triggering transaction (and not earlier upon stockholder approval), and any such transaction based on a change in ownership requires an acquisition of at least 30% ownership.
|
•
|
Changes Require Stockholder Approval
. Without stockholder approval, the Company cannot make material amendments to the 2009 GIP. For example, without stockholder approval, the Company could not increase the total number of shares authorized under the 2009 GIP, or increase the annual per-participant share limit.
|
•
|
Independent Oversight
. The 2009 GIP will be administered by the compensation committee, which is composed entirely of independent directors.
|
Summary of Changes, Shares Available, Overhang and Run Rate
|
•
|
Increase the total number of shares that may be issued under the 2009 GIP by
8.00
million shares. (Section 5)
|
•
|
Re-approve the performance measures and individual award limits for purposes of Section 162(m) of the Code (Sections 5 and 13), and streamline provisions concerning incentive bonuses. (Section 9)
|
•
|
Extend the expiration date of the 2009 GIP until April 19, 2022 (10 years from the amended effective date). (Section 4)
|
•
|
Add a definition of “change in control.” (Section 2)
|
•
|
Clarify share usage and recycling rules consistent with the Company’s practices. (Section 5)
|
•
|
Clarify and consolidate provisions regarding no repricing of options or SARs. (Section 18)
|
•
|
Clarify that no dividend equivalents may be paid on performance-vesting restricted stock or RSU awards prior to satisfaction of such performance criteria. (Section 8)
|
•
|
Update and clarify performance-based compensation provisions, including expansion of the qualifying performance criteria. (Section 13)
|
New Plan Benefits
|
Description of the 2009 GIP
|
•
|
the employees eligible to receive the performance-based compensation;
|
•
|
a description of the business criteria on which the performance goals may be based; and
|
•
|
the maximum amount of compensation that can be paid to an employee under the performance goal.
|
•
|
Stock options (both incentive stock options and “non-qualified’’ stock options);
|
•
|
SARs, alone or in conjunction with stock options or other awards, settled in cash or Common Stock, or a combination of both;
|
•
|
Shares of restricted stock and RSUs (which may settled in cash or shares, or any combination of both); and
|
•
|
Incentive bonuses which may be paid in cash, Common Stock or a combination of both.
|
•
|
prescribe, amend and rescind rules and regulations relating to the plan and to define terms not otherwise defined in the plan;
|
•
|
determine which persons are plan participants, to which of such participants awards will be granted and the timing of any such awards, provided that the board makes determinations regarding awards to non-employee directors;
|
•
|
grant awards and determine the terms and conditions of those awards, including the number of shares subject to awards and the exercise or purchase price of such shares and the circumstances under which awards become exercisable or vested or are forfeited or expire;
|
•
|
establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any award;
|
•
|
prescribe and amend the terms of the agreements or other documents evidencing awards and the terms or form of any document or notice required to be delivered to the Company by participants under the plan;
|
•
|
determine the extent to which adjustments are required in relation to changes in the Company’s capitalization, such as stock splits, reverse stock splits or dividends;
|
•
|
interpret and construe the plan, any rules and regulations under the plan and the terms and conditions of any award, and to make exceptions to any such provisions in good faith in extraordinary circumstances; and
|
•
|
make all other determinations deemed necessary or advisable for the administration of the plan.
|
Recommendation of the Board
|
PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Audit and Related Fees
|
|
|
Year Ended December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
Audit Fees
(1)
|
|
$
|
6,716,722
|
|
|
$
|
6,570,475
|
|
Audit-related Fees
(2)
|
|
147,093
|
|
|
184,173
|
|
||
Tax Fees
(3)
|
|
1,860,905
|
|
|
1,365,954
|
|
||
All Other Fees
(4)
|
|
632,312
|
|
|
—
|
|
||
Total Fees
|
|
$
|
9,357,032
|
|
|
$
|
8,120,602
|
|
(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, 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 fees 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
|
Recommendation of the Board
|
CORPORATE GOVERNANCE
|
Composition of the Board of Directors
|
Board Leadership Structure
|
|
l
|
|
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;
|
|
l
|
|
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;
|
|
l
|
|
have the authority to call such other meetings of the non-employee, independent directors as he/she deems necessary;
|
|
l
|
|
serve as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;
|
|
l
|
|
meet regularly with the Chairman and CEO;
|
|
l
|
|
communicate with stockholders as requested and deemed appropriate by the board;
|
|
l
|
|
interview director candidates along with the nominating and corporate governance committee;
|
|
l
|
|
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
|
|
l
|
|
when requested by the Chairman or the board, assist the board in reviewing and assuring compliance with governance principles.
|
Director Independence
|
Board Meetings in 2011
|
Board Oversight of Risk Management
|
Risk Management Assignments
|
||
|
|
|
Risk Category
|
|
Board Oversight Body
|
|
|
|
Business and Corporate Development & Strategy; Capital Structure; Operating Performance; Country Risk; JV Strategy; Raw Material Strategy
|
|
Full Board
|
|
||
Risk Assessment and Management Policies and Guidelines; Litigation Exposure; IT Strategy & Business Continuity; Insurance Coverage; Business Conduct Policy Compliance; Treasury and Tax Strategy
|
|
Audit Committee
|
|
||
|
||
Executive Succession; Talent; Pension and Other Retirement Obligations; Retention Strategy
|
|
Compensation Committee
|
|
||
Environmental Exposure and Regulatory Changes; Production/Reliability; Processes & Procedures
|
|
Environmental Health & Safety Committee
|
|
||
Changes in Corporate Laws; Corporate Governance Strategy; Business Conduct Policy Strategy and Development
|
|
Nominating & Corporate Governance Committee
|
Committees of the Board
|
|
Audit Committee
|
Compensation Committee
|
Environmental, Health & Safety Committee
|
Nominating and Corporate Governance Committee
|
James E. Barlett
|
|
l
|
|
|
David F. Hoffmeister
|
|
l
|
|
l
|
Jay V. Ihlenfeld
|
|
|
l
|
|
Martin G. McGuinn
|
£
|
|
|
|
Paul H. O’Neill
t
|
|
|
l
|
£
|
Mark C. Rohr
|
|
|
l
|
|
Daniel S. Sanders
|
l
|
|
£
|
|
Farah M. Walters
|
|
£
|
|
|
David N. Weidman*
|
|
|
l
|
|
John K. Wulff
|
l
|
|
|
l
|
|
£
Chairperson
|
l
Member
|
|
t
Lead Independent Director
|
* Mr. Weidman has stated his intention to retire on April 2, 2012.
|
•
|
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 and safety 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 Committee Report
|
EXECUTIVE COMPENSATION
|
Compensation Discussion and Analysis
|
|
stock ownership guidelines
|
equity granting guidelines
|
|
hold requirements
|
no employment agreements
|
|
an executive compensation recoupment policy (or “clawback”)
|
an insider trading policy that prohibits the hedging of risk
|
•
|
multiple performance metrics are used in our long-term incentive program to help ensure a balance of absolute and relative performance metrics;
|
•
|
a funding threshold of Company operating performance must be met or exceeded before any incentives, both annual performance bonus and long-term, will be paid;
|
•
|
negative discretion by our compensation committee can be applied to all plans;
|
•
|
payment opportunities for both the annual performance bonus plan and the long-term incentive program are capped;
|
•
|
the plan oversight and approval of both the design and payout of all annual performance bonus awards, as well as each grant of long-term incentive compensation, by the compensation committee;
|
•
|
periodic assessment of the annual performance bonus and long-term incentive plans by management and the compensation committee’s independent compensation consultant; and
|
•
|
incentive targets that are analyzed and benchmarked.
|
|
|
|
David N. Weidman
|
|
Chairman and Chief Executive Officer
|
Steven M. Sterin
|
|
Senior Vice President and Chief Financial Officer
|
Douglas M. Madden
|
|
Chief Operating Officer
|
Gjon N. Nivica, Jr.
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Jay C. Townsend
|
|
Senior Vice President, Business Strategy Development and Procurement
|
•
|
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 and all grants of awards under such plans; 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 named executive officers and certain other senior executives, and assess how target and actual compensation aligned with our philosophy and objectives;
|
•
|
provide market data, historical compensation information, internal equity comparisons, competitive practice information and recommendations regarding appropriate peer groups, compensation trends and compensation strategy; and
|
•
|
conduct an analysis of compensation for the CEO’s successor.
|
•
|
Competitive
— pay should be set at a level that is competitive to our peers for which 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, business unit 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
|
|
|
|
Performance-
|
Stockholder
|
Talent
|
||||||||||
Element
|
|
Description
|
Competitive
|
Based
|
Alignment
|
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
|
|
|
•
|
|
Plan measures include Operating EBITDA, working capital, and EHS metrics and individual performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
•
|
|
Variable pay based on increases in our stock price over time
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-
vesting Restricted Stock Units (PRSUs) |
|
•
|
|
Long-term performance plan (three-year performance period)
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
•
|
|
Plan measures include Operating EBITDA and Total Stockholder Return relative to the Company’s Long-term performance plan peer group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-vesting
Restricted Stock Units (RSUs) |
|
•
|
|
Awards of RSUs that vest over time (minimum three-year vesting)
|
|
X
|
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
•
|
|
Celanese Americas Retirement Savings Plan
|
|
X
|
|
|
|
|
|
|
|
|
X
|
|
|
|
•
|
|
Celanese Americas Retirement Pension Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Arrangements
|
|
•
|
|
Change in Control Agreement
|
|
X
|
|
|
|
|
|
X
|
|
|
X
|
|
|
•
|
|
Executive Severance Benefits Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Products & Chemicals, Inc.
|
|
|
|
Lubrizol Corp.
(1)
|
|
Albemarle Inc.
|
|
|
|
Monsanto Company
|
|
Ashland Inc.
|
|
|
|
Nalco Holding Co.
(1)
|
|
Cytec Industries Inc.
|
|
|
|
PPG Industries Inc.
|
|
Eastman Chemical Co.
|
|
|
|
Praxair Inc.
|
|
Ecolab Inc.
|
|
|
|
Rockwood Holdings Inc.
|
|
FMC Corp.
|
|
|
|
RPM International Inc.
|
|
Huntsman Corp.
|
|
|
|
Valspar Corporation
|
(1)
|
Removed for 2012 due to merger or going private transactions.
|
|
Target Bonus
|
|
times
|
|
Business Results
|
|
times
|
|
Individual Results
|
|
equals
|
|
Annual Bonus
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eligible Earnings
|
X
|
Target Bonus %
|
|
X
|
|
Business Performance Modifier (0 - 200%)
|
|
X
|
|
Individual Performance Modifier (0 - 200%)
|
|
=
|
|
Annual Performance Bonus Award (0 - 400%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Annual
Performance Bonus (% of Base Salary) |
2011 Performance Metrics
and Relative Weight |
Mix of Business
Unit and Total Company Metrics |
David N. Weidman
|
100%
|
|
|
Steven M. Sterin
|
80%
|
65% Operating EBITDA
|
|
Douglas M. Madden
|
90%
|
25% Working Capital
|
100% Total Company
|
Gjon N. Nivica, Jr.
|
70%
|
10% EHS
|
|
Jay C. Townsend
|
70%
|
|
|
|
Threshold
|
Target
|
Stretch
|
Actual
|
Payout %
|
|||||||||||
Operating EBITDA
(1)
($ millions)
|
$
|
1,056
|
|
$
|
1,320
|
|
$
|
1,584
|
|
$
|
1,362
|
|
116
|
%
|
||
Working Capital (A/R + Inventory)
(2)
|
24
|
%
|
23
|
%
|
22
|
%
|
24
|
%
|
23
|
%
|
||||||
Working Capital (A/P)
(2)
|
9.8
|
%
|
10.8
|
%
|
11.8
|
%
|
11.0
|
%
|
125
|
%
|
||||||
EHS (OIR)
(3)
|
0.17
|
|
0.14
|
|
0.11
|
|
0.36
|
|
—
|
%
|
||||||
EHS (LTIR)
(3)
|
0.07
|
|
0.05
|
|
0.03
|
|
0.08
|
|
—
|
%
|
||||||
EHS (Contractor OIR)
(3)
|
0.52
|
|
0.43
|
|
0.34
|
|
0.31
|
|
200
|
%
|
||||||
Aggregate corporate bonus payout
|
|
|
|
|
94.24
|
%
|
(1)
|
For purposes of calculating annual performance bonus awards, Operating EBITDA is defined as net earnings plus loss (earnings) from discontinued operations, interest income and expense, taxes and depreciation and amortization, and further adjusted for other charges and other adjustments.
|
(2)
|
For purposes of calculating annual performance bonus awards, the working capital components are defined as (a) (1) third-party accounts receivable plus (2) inventory divided by (3) net sales, and (b) third-party accounts payable divided by net sales, computed monthly (and more heavily weighted for the last month of each quarter). The table reflects the full year average of the monthly weighted targets of these components; however, the actual bonus payout is computed by reference to the actual monthly performance. Inventory effects associated with the Kelsterbach, Germany relocation have been excluded from the working capital performance targets and actual results.
|
(3)
|
For purposes of calculating annual performance bonus awards, EHS includes our Occupation Safety & Health Administration (“OSHA”) Incident Rate (“OIR,” which is defined as the ratio of OSHA recordable injuries per 200,000 employee work hours) and our Lost Time Injuries Rate (“LTIR,” which is defined as the ratio of lost time injuries per 200,000 employee work hours) and Contractor Incident Rate (“Contractor OIR,” which is defined as the ratio of OSHA recordable injuries per 200,000 contractor work hours).
|
|
|
|
|
|
|
|
Talent Management Focus
|
|
|
Execute Strategic Plan/Control the Controllables
|
|
|
Increase Strategic Opportunities
|
• Develop capabilities and leadership bench
• Acquire key talent
• Enhance development and assessment plans
|
|
|
• Productivity
• Growth • Innovation |
|
|
• Value creation
• Innovation and culture
• Recognize regional trends to enhance competitiveness
|
|
|
|
|
|
|
|
|
A. Schulman Inc.
|
|
|
|
Huntsman Corp.
|
|
Air Products & Chemicals Inc.
|
|
|
|
International Flavors & Fragrances Inc.
|
|
Airgas Inc.
|
|
|
|
LyondellBasell Industries
|
|
Albemarle Corp.
|
|
|
|
Minerals Technologies Inc.
|
|
Ashland Inc.
|
|
|
|
Mosaic Co.
|
|
Avery Dennison Corp.
|
|
|
|
NewMarket Corporation
|
|
Cabot Corp.
|
|
|
|
Olin Corp.
|
|
Calgon Carbon Corp.
|
|
|
|
OM Group Inc.
|
|
CF Industries Holdings Inc.
|
|
|
|
PPG Industries Inc.
|
|
Chemtura Corp.
|
|
|
|
Polypore International Inc.
|
|
Cytec Industries Inc.
|
|
|
|
Praxair Inc.
|
|
Dow Chemical Co.
|
|
|
|
Rockwood Holdings Inc.
|
|
E. I. DuPont de Nemours & Co.
|
|
|
|
RPM International Inc.
|
|
Eastman Chemical Co.
|
|
|
|
Sensient Technologies Corp.
|
|
Ecolab Inc.
|
|
|
|
Sigma-Aldrich Corp.
|
|
FMC Corp.
|
|
|
|
Solutia, Inc.
|
|
H. B. Fuller Co.
|
|
|
|
W. R. Grace & Co.
|
|
|
Pay as a % of Market Median*
|
|
Performance against Goals
«
Exceeded Expectations
ü
Met Expectations
– Did Not Meet Expectations
|
||||||||||
Name
|
|
Base
|
|
Target Bonus
|
|
Long-Term Equity
|
|
Total Pay
|
|
Attract, Retain, Develop
|
|
Execute Strategic Plans
|
|
Lead With Innovation
|
David N. Weidman
|
|
86%
|
|
75%
|
|
118%
|
|
97%
|
|
P
|
|
P
|
|
«
|
Steven M. Sterin
|
|
107%
|
|
122%
|
|
113%
|
|
106%
|
|
P
|
|
«
|
|
P
|
Douglas M. Madden
|
|
112%
|
|
126%
|
|
98%
|
|
97%
|
|
P
|
|
P
|
|
«
|
Gjon N. Nivica, Jr.
|
|
100%
|
|
106%
|
|
100%
|
|
96%
|
|
«
|
|
P
|
|
P
|
Jay C. Townsend
|
|
91%
|
|
103%
|
|
93%
|
|
94%
|
|
P
|
|
«
|
|
P
|
*
|
Market competitiveness generally falls within +/- 15% of market median.
|
|
|
Ownership
Requirement as a Multiple of Base Salary |
Total Number of Shares
|
As % of Base Salary
(1)
|
Deadline for
Compliance with Stock Ownership Guidelines |
Mr. Weidman
|
|
600%
|
476,306
|
2,332%
|
December 2012
|
Mr. Sterin
|
|
300%
|
78,053
|
664%
|
December 2012
|
Mr. Madden
|
|
400%
|
252,697
|
1,713%
|
December 2012
|
Mr. Nivica
|
|
300%
|
97,846
|
943%
|
April 2014
|
Mr. Townsend
|
|
300%
|
203,455
|
2,258%
|
December 2012
|
(1)
|
Calculated using the average of the
2011
high and low share prices of
$44.06
.
|
Risk Assessment of Compensation Practices
|
•
|
our incentive plans utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;
|
•
|
a significant portion of our most senior executives’ incentive compensation consists of stock-based compensation, which when coupled with our stock ownership policy and equity hold requirements, encourages long-term equity ownership by the executives, aligning their interests with our stockholders;
|
•
|
the financial metrics utilized under each of the plans are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation committee believes will tend to create long-term stockholder value;
|
•
|
various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;
|
•
|
in determining the exact mix of compensation from year to year, the compensation committee intends to provide awards that provide an appropriate level of “market risk” that does not encourage excessive risk taking; and
|
•
|
compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.
|
Compensation Committee Interlocks and Insider Participation
|
Compensation Tables
|
|
|
|
|
Salary
|
|
Bonus
|
|
Stock Awards
|
|
Option Awards
|
|
|
Non-Equity
Incentive Plan Compen- sation |
|
Change in
Pension Value and Nonquali-fied Deferred Compen- sation Earnings |
|
All
Other Compen-sation |
|
|
||||||||
Name and Principal
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|||||||||||||||
Position
|
|
Year
|
|
($)
(1)
|
|
($)
|
|
($)
(2)
|
|
($)
(3)
|
|
|
($)
(4)
|
|
($)
(5)
|
|
($)
(6)
|
|
($)
|
||||||||
David N. Weidman
|
|
2011
|
|
900,000
|
|
|
—
|
|
|
3,307,799
|
|
(7)
|
1,067,763
|
|
|
|
1,441,872
|
|
|
535,817
|
|
|
52,752
|
|
|
7,306,003
|
|
Chairman and Chief Executive Officer
|
|
2010
|
|
900,000
|
|
|
—
|
|
|
3,437,994
|
|
|
991,808
|
|
|
|
2,325,607
|
|
|
835,383
|
|
|
74,857
|
|
|
8,565,649
|
|
|
2009
|
|
934,615
|
|
|
—
|
|
|
5,134,899
|
|
|
598,324
|
|
|
|
1,891,931
|
|
|
450,834
|
|
|
50,719
|
|
|
9,061,322
|
|
|
Steven M. Sterin
|
|
2011
|
|
517,692
|
|
|
—
|
|
|
740,026
|
|
(8)
|
237,273
|
|
|
|
507,388
|
|
|
23,188
|
|
|
30,269
|
|
|
2,055,836
|
|
Senior Vice President and Chief Financial Officer
|
|
2010
|
|
480,154
|
|
|
—
|
|
|
1,069,497
|
|
|
192,874
|
|
|
|
522,791
|
|
|
12,040
|
|
|
28,392
|
|
|
2,305,748
|
|
|
2009
|
|
447,115
|
|
|
—
|
|
|
700,040
|
|
|
—
|
|
|
|
315,716
|
|
|
16,105
|
|
|
18,814
|
|
|
1,497,790
|
|
|
Douglas M. Madden
|
|
2011
|
|
650,000
|
|
|
—
|
|
|
2,688,210
|
|
(8)
|
284,728
|
|
|
|
716,695
|
|
|
1,843,970
|
|
|
38,536
|
|
|
6,222,139
|
|
Chief Operating Officer
|
|
2010
|
|
632,692
|
|
|
—
|
|
|
1,647,897
|
|
|
330,651
|
|
|
|
1,021,475
|
|
|
877,260
|
|
|
43,054
|
|
|
4,533,029
|
|
|
2009
|
|
505,769
|
|
|
—
|
|
|
1,531,076
|
|
|
29,788
|
|
|
|
537,772
|
|
|
677,555
|
|
|
25,658
|
|
|
3,307,618
|
|
|
Gjon N. Nivica, Jr.
|
|
2011
|
|
457,212
|
|
|
—
|
|
|
784,438
|
|
(8)
|
166,091
|
|
|
|
392,098
|
|
|
13,395
|
|
|
33,307
|
|
|
1,846,541
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
2010
|
|
439,096
|
|
|
—
|
|
|
466,408
|
|
|
110,193
|
|
|
|
334,662
|
|
|
9,976
|
|
|
47,261
|
|
|
1,407,596
|
|
|
2009
|
|
330,769
|
|
|
601,000
|
|
|
1,627,500
|
|
|
746,000
|
|
|
|
—
|
|
|
9,223
|
|
|
296,244
|
|
|
3,610,736
|
|
|
Jay C. Townsend
|
|
2011
|
|
396,923
|
|
|
—
|
|
|
2,151,632
|
|
(8)
|
112,708
|
|
|
|
340,395
|
|
|
305,995
|
|
|
40,658
|
|
|
3,348,310
|
|
Senior Vice President, Business Strategy Development and Procurement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Salary paid in 2009 reflects 27 pay periods as compared to salary paid in 2011 and 2010 which reflect 26 pay periods. Mr. Nivica joined the Company in April 2009.
|
(2)
|
Represents the grant date fair value of long-term equity incentive awards granted in 2011 under our 2009 GIP computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718,
Compensation – Stock Compensation
(“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, 2011. Further information regarding the performance-vesting RSUs granted to the named executive officers during 2011 is set forth in footnotes 7 and 8 to this
2011
Summary Compensation Table and in the 2011 Grants of Plan-Based Awards Table on a grant-by-grant basis.
|
(3)
|
Represents the grant date fair value of stock options granted in 2011 under our 2009 GIP computed in accordance with FASB ASC Topic 718. The fair value of stock options granted under the 2011 LTIP was calculated using a price per share of $11.38 using the Black-Scholes pricing method, on October 3, 2011, the date of grant. 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, 2011. Further information regarding the stock options granted to the named executive officers during 2011 is set forth in the 2011 Grants of Plan-Based Awards Table on a grant-by-grant basis.
|
(4)
|
Includes annual performance bonus award cash payouts with respect to 2011 performance. Further information about the Annual Performance Bonus Plan is set forth in “Compensation Discussion and Analysis - Annual Performance Bonus Awards” and in the 2011 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 4.6%. The discount rate in 2010 was 5.3%, and in 2009 was 5.9%.
|
(6)
|
See Supplemental Perquisites and All Other Compensation Table below for additional information.
|
(7)
|
The fair value of performance-vesting RSUs granted under the 2011 LTIP was calculated to be $36.07 per share, as determined using a Monte Carlo simulation model, on November 1, 2011, the date of grant, discounted for lack of dividend participation and hold restrictions, and adjusted
|
(8)
|
The fair value of time-vesting RSUs granted under the 2011 LTIP was calculated to be $27.62 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on October 3, 2011, the date of grant, discounted for lack of dividend participation and hold restrictions. The fair value of time-vesting RSUs granted under the 2011 LTIP on December 20, 2011 to Mr. Madden and Mr. Townsend was calculated to be $42.31 per share and $42.21 per share, respectively, the average of the high and low market price of our Common Stock as reported by the NYSE on the date of grant, discounted for lack of dividend participation. The fair value of performance-vesting RSUs granted under the 2011 LTIP was calculated to be $44.74 per share and $40.34 per share on February 9, 2011 and November 1, 2011, respectively, the dates of grant, as determined using a Monte Carlo simulation model, discounted for lack of dividend participation and hold restrictions, and adjusted for a performance premium.
|
Name
|
Target Number of PRSUs
|
Value at Target Performance ($)
|
Maximum Number of PRSUs
|
Value at Highest Performance ($)
|
Mr. Sterin
|
12,147
|
490,010
|
27,330
|
1,102,492
|
Mr. Madden
|
14,576
|
587,996
|
32,796
|
1,322,991
|
Mr. Nivica
|
8,503
|
343,011
|
19,131
|
771,745
|
Mr. Townsend
|
5,769
|
232,721
|
12,980
|
523,613
|
Name
|
|
Supplemental
Savings Plan Contributions ($) (1) |
|
Matching
401k Contributions ($) (2) |
|
Excess
Personal Liability Insurance Premiums ($) (3) |
|
Personal
Benefits Related to Company Events ($) (4) |
|
Executive
Health Services ($) (5) |
|
Perquisite
Allowance ($) (6) |
|
Tax Gross- Ups ($) |
|
Other ($)
|
|
||||||||
David N. Weidman
|
|
32,750
|
|
|
12,250
|
|
|
2,200
|
|
|
3,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Steven M. Sterin
|
|
—
|
|
|
11,890
|
|
|
2,200
|
|
|
247
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
Douglas M. Madden
|
|
19,385
|
|
|
12,250
|
|
|
2,200
|
|
|
3,531
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Gjon N. Nivica, Jr.
|
|
—
|
|
|
12,250
|
|
|
575
|
|
|
2,859
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
Jay C. Townsend
|
|
6,173
|
|
|
12,250
|
|
|
575
|
|
|
5,945
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The Celanese Americas Supplemental Retirement Savings Plan, or 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 the Celanese Americas Retirement Savings Plan, or CARSP. The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of the Stable Value Fund (a fund invested in debt instruments), which is a fund maintained for investments under the CARSP. The annualized rate of return for 2011 was 0.96%. Distributions under this plan are in the form of a lump sum payment which is paid as soon as administratively practicable after termination of employment. Further information about the CASRSP is set forth in the 2011 Pension Benefits 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. Contributions that are in excess of 5% will not be matched. This benefit is provided 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)
|
During 2011, each of our executive officers, including our named executive officers, were encouraged to bring his or her spouse or a guest to certain board meetings and other Company events. This column includes expenses paid for or reimbursed by the Company in connection with spousal or guest attendance, as well as certain non-business related expenses incurred by the named executive officer at these events. Such
|
(5)
|
Represents the cost of an annual comprehensive physical exam and expert consultation.
|
(6)
|
In 2011, we offered a cash perquisite allowance to our executive officers, other than our chief executive officer and chief operating officer, which we allow them to use at their discretion. This payment is not grossed up for taxes and has been eliminated beginning 2012.
|
|
|
|
|
|
|
Non-Equity Incentives
|
|
Equity Incentive Plans
|
|||||||||||||||||||||||||
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
|
|
|
|
|
All Other Stock Awards
|
|
Grant Date Fair Value of Stock and Option Awards
|
|||||||||||||||||
|
|
|
|
|
|
Non-
Equity Incentive Plan Awards |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards |
|
Number of
Shares of Stock or Units |
|
Number of Securities
Underlying Options |
|
Exercise Price of Option Awards
|
|
||||||||||||||||||
Name
|
|
Grant Date
|
|
Date of Committee Approval
|
|
Thres-hold
|
|
Target
|
|
Maximum
|
|
Thres-hold
|
|
Target
|
|
Maximum
|
|
|
|
|
|||||||||||||
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($)
|
||||||||||||
David N. Weidman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
APBP
(1)
|
|
N/A
|
|
|
|
225,000
|
|
900,000
|
|
|
1,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vesting RSUs
|
|
11/1/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
22,926
|
|
|
91,705
|
|
|
206,336
|
|
|
|
|
|
|
|
|
|
|
|
3,307,799
|
|
Stock Options
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,828
|
|
|
32.51
|
|
|
1,067,763
|
|
Steven M. Sterin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
APBP
(1)
|
|
N/A
|
|
|
|
103,538
|
|
414,154
|
|
|
828,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vesting RSUs
|
|
11/1/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
3,036
|
|
|
12,147
|
|
|
27,330
|
|
|
|
|
|
|
|
|
|
|
|
490,010
|
|
Time-vesting RSUs
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,052
|
|
|
|
|
|
|
|
|
250,016
|
|
Stock Options
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,850
|
|
|
32.51
|
|
|
237,273
|
|
Douglas M. Madden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
APBP
(1)
|
|
N/A
|
|
|
|
146,250
|
|
585,000
|
|
|
1,170,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vesting RSUs
|
|
11/1/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
3,644
|
|
|
14,576
|
|
|
32,796
|
|
|
|
|
|
|
|
|
|
|
|
587,996
|
|
Time-vesting RSUs
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,862
|
|
|
|
|
|
|
|
|
300,008
|
|
Time-vesting RSUs
|
|
12/20/11
|
|
12/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,548
|
|
|
|
|
|
|
1,800,206
|
|
|||||||
Stock Options
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,020
|
|
|
32.51
|
|
|
284,728
|
|
Gjon N. Nivica, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
APBP
(1)
|
|
N/A
|
|
|
|
80,012
|
|
320,048
|
|
|
640,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vesting RSUs
|
|
11/1/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
2,125
|
|
|
8,503
|
|
|
19,131
|
|
|
|
|
|
|
|
|
|
|
|
343,011
|
|
Time-vesting RSUs
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,336
|
|
|
|
|
|
|
|
|
175,000
|
|
Stock Options
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,595
|
|
|
32.51
|
|
|
166,091
|
|
Performance-vesting RSUs
|
|
2/9/11
|
|
2/9/11
|
|
|
|
|
|
|
|
|
|
1,489
|
|
|
5,955
|
|
|
13,399
|
|
|
|
|
|
|
|
|
|
|
|
266,427
|
|
Jay C. Townsend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
APBP
(1)
|
|
N/A
|
|
|
|
69,462
|
|
277,846
|
|
|
555,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-vesting RSUs
|
|
11/1/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
1,442
|
|
|
5,769
|
|
|
12,980
|
|
|
|
|
|
|
|
|
|
|
|
232,721
|
|
Time-vesting RSUs
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,299
|
|
|
|
|
|
|
|
|
118,738
|
|
Time-vesting RSUs
|
|
12/20/11
|
|
12/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,648
|
|
|
|
|
|
|
1,800,172
|
|
|||||||
Stock Options
|
|
10/3/11
|
|
9/7/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,904
|
|
|
32.51
|
|
|
112,708
|
|
(1)
|
Annual Performance Bonus Plan. For additional information, see “Compensation Discussion and Analysis – Annual Performance Bonus Awards.” Regardless of the level of achievement, awards are also subject to an individual modifier ranging from 0-200%. For purposes of this table, (i) the “threshold” bonus amount is calculated based upon all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based upon all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based upon all performance measures being achieved at the plan stretch levels (200% of target bonus); and (iv) the individual performance modifier for each executive officer being equal to 100% in all the scenarios.
|
|
|
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock That Have Not Vested (#) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
|
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 ($) |
||||||||
Name
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
David N. Weidman
|
|
1/21/05
|
|
3,149,074
|
|
|
|
|
|
16.00
|
|
1/21/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/09
|
|
|
|
|
|
|
|
|
|
|
|
|
14,400
|
|
(5)
|
|
637,488
|
|
|
|
|
|
|
|
|
|
12/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,000
|
|
(14)(15)
|
|
4,781,160
|
|
|
|
10/1/10
|
|
17,123
|
|
|
51,372
|
|
(1)
|
|
32.35
|
|
10/1/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,600
|
|
(14)(16)
|
|
4,276,482
|
|
|
|
10/3/11
|
|
|
|
93,828
|
|
(2)
|
|
32.51
|
|
10/1/18
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
11/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,705
|
|
(14)(17)
|
|
4,059,780
|
|
|||
Steven M. Sterin
|
|
5/16/06
|
|
30,000
|
|
|
|
|
|
21.02
|
|
5/16/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/06
|
|
45,000
|
|
|
|
|
|
20.37
|
|
6/30/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/25/07
|
|
37,500
|
|
|
12,500
|
|
(3)
|
|
40.13
|
|
7/25/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/09
|
|
|
|
|
|
|
|
|
|
|
4,400
|
|
(5)
|
|
194,788
|
|
|
|
|
|
|
|
||
|
|
12/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000
|
|
(14)(15)
|
|
486,970
|
|
|
|
|
2/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
13,436
|
|
(6)
|
|
594,812
|
|
|
|
|
|
|
|
|
|
10/1/10
|
|
3,330
|
|
|
9,990
|
|
(1)
|
|
32.35
|
|
10/1/17
|
|
4,382
|
|
(7)
|
|
193,991
|
|
|
|
|
|
|
|
|
|
12/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,520
|
|
(14)(16)
|
|
554,260
|
|
|
|
10/3/11
|
|
|
|
20,850
|
|
(2)
|
|
32.51
|
|
10/1/18
|
|
9,052
|
|
(8)
|
|
400,732
|
|
|
|
|
|
|||
|
|
11/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,147
|
|
(14)(17)
|
|
537,748
|
|
Douglas M. Madden
|
|
1/21/05
|
|
156,775
|
|
|
|
|
|
16.00
|
|
1/21/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/09
|
|
|
|
|
|
|
|
|
|
|
9,600
|
|
(5)
|
|
424,992
|
|
|
|
|
|
|
|
||
|
|
12/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
(14)(15)
|
|
1,062,480
|
|
|
|
|
2/10/10
|
|
|
|
|
|
|
|
|
|
|
|
|
16,795
|
|
(9)
|
|
743,515
|
|
|
|
|
|
|
|
|
|
10/1/10
|
|
5,708
|
|
|
17,127
|
|
(1)
|
|
32.35
|
|
10/1/17
|
|
7,515
|
|
(7)
|
|
332,689
|
|
|
|
|
|
|
|
|
|
12/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,465
|
|
(14)(16)
|
|
950,256
|
|
|
|
10/3/11
|
|
|
|
25,020
|
|
(2)
|
|
32.51
|
|
10/1/18
|
|
10,862
|
|
(8)
|
|
480,861
|
|
|
|
|
|
|||
|
|
11/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,576
|
|
(14)(17)
|
|
645,280
|
|
|
|
12/20/11
|
|
|
|
|
|
|
|
|
|
|
42,548
|
|
(12)
|
|
1,883,600
|
|
|
|
|
|
||||
Gjon N. Nivica, Jr.
|
|
4/22/09
|
|
66,666
|
|
|
33,334
|
|
(4)
|
|
17.17
|
|
4/22/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/23/09
|
|
|
|
|
|
|
|
|
|
|
16,667
|
|
(10)
|
|
737,848
|
|
|
|
|
|
||||
|
|
10/1/09
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
(5)
|
|
177,080
|
|
|
|
|
|
||||
|
|
12/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
(14)(15)
|
|
442,700
|
|
|||
|
|
10/1/10
|
|
1,902
|
|
|
5,708
|
|
(1)
|
|
32.35
|
|
10/1/17
|
|
2,506
|
|
(7)
|
|
110,941
|
|
|
|
|
|
||
|
|
12/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,155
|
|
(14)(16)
|
|
316,752
|
|
|||
|
|
2/9/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,955
|
|
(14)(16)
|
|
263,628
|
|
|||
|
|
10/3/11
|
|
|
|
14,595
|
|
(2)
|
|
32.51
|
|
10/1/18
|
|
6,336
|
|
(8)
|
|
280,495
|
|
|
|
|
|
|||
|
|
11/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,503
|
|
(14)(17)
|
|
376,428
|
|
|||
Jay C. Townsend
|
|
10/1/09
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
(5)
|
|
132,810
|
|
|
|
|
|
||||
|
|
12/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
(14)(15)
|
|
332,025
|
|
|||
|
|
2/10/10
|
|
|
|
|
|
|
|
|
|
|
13,436
|
|
(11)
|
|
594,812
|
|
|
|
|
|
||||
|
|
10/1/10
|
|
1,783
|
|
|
5,352
|
|
(1)
|
|
32.35
|
|
10/1/17
|
|
2,349
|
|
(7)
|
|
103,990
|
|
|
|
|
|
||
|
|
12/1/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,710
|
|
(14)(16)
|
|
297,052
|
|
|||
|
|
10/3/11
|
|
|
|
9,904
|
|
(2)
|
|
32.51
|
|
10/1/18
|
|
4,299
|
|
(8)
|
|
190,317
|
|
|
|
|
|
|||
|
|
11/1/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,769
|
|
(14)(17)
|
|
255,394
|
|
|||
|
|
12/20/11
|
|
|
|
|
|
|
|
|
|
|
42,648
|
|
(13)
|
|
1,888,027
|
|
|
|
|
|
(1)
|
25% of the original award vests, subject to a hold feature upon exercise, each year on October 1st beginning in 2011.
|
(2)
|
25% of the original award vests, subject to a hold feature upon exercise, each year on October 1st beginning in 2012.
|
(3)
|
The remainder of these options vest on January 1, 2012.
|
(4)
|
The remainder of these options vest on April 22, 2012.
|
(5)
|
These RSUs vest on October 1, 2012.
|
(6)
|
These RSUs vest on June 30, 2014.
|
(7)
|
The original award vests, subject to a hold feature, each year on October 1st - 30% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date, beginning in 2011.
|
(8)
|
The original award vests, subject to a hold feature, each year on October 1st - 30% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date, beginning in 2012.
|
(9)
|
These RSUs vest on December 31, 2013.
|
(10)
|
These RSUs vest on April 23, 2012.
|
(11)
|
These RSUs vest on June 30, 2013.
|
(12)
|
These RSUs vest 60% on December 20, 2012; 20% on December 20, 2013; and 20% on December 20, 2014.
|
(14)
|
Each of the performance-vesting RSUs vest based upon the Company’s achievement of the following performance metrics. Further information about the performance-vesting RSUs is set forth in “Compensation Discussion and Analysis - Long Term Incentive Compensation.”
|
|
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
|
%
|
(15)
|
These shares will vest on October 1, 2012 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.
|
(16)
|
These shares will vest, subject to a hold feature, on October 1, 2013 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.
|
(17)
|
These shares will vest, subject to a hold feature, on November 1, 2014 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
|
|
Number of Shares
Acquired on Exercise (#) |
|
Value Realized
on Exercise ($) |
|
Number of Shares Acquired on Vesting (#)
(1)
|
|
Value Realized
on Vesting ($) |
|||||
Name
|
|
|
|
|
|||||||||
David N. Weidman
|
|
—
|
|
|
—
|
|
|
265,420
|
|
(7)
|
|
10,625,632
|
|
Steven M. Sterin
|
|
—
|
|
|
—
|
|
|
24,103
|
|
(2)(3)
|
|
925,184
|
|
Douglas M. Madden
|
|
—
|
|
|
—
|
|
|
40,213
|
|
(2)(4)
|
|
1,538,076
|
|
Gjon N. Nivica, Jr.
|
|
—
|
|
|
—
|
|
|
33,472
|
|
(2)(5)
|
|
1,448,302
|
|
Jay C. Townsend
|
|
113,387
|
|
|
3,769,872
|
|
|
17,562
|
|
(2)(6)
|
|
662,729
|
|
(1)
|
Gross shares (includes shares withheld to cover taxes) acquired.
|
(2)
|
Includes the specified number of shares that vested but are deferred as RSUs until expiration of the hold period, when they will be paid out subject to federal income taxes.
|
(3)
|
Includes 833 shares subject to a hold requirement.
|
(4)
|
Includes 1,428 shares subject to a hold requirement.
|
(5)
|
Includes 477 shares subject to a hold requirement.
|
(6)
|
Includes 446 shares subject to a hold requirement.
|
(7)
|
Includes 254,620 performance units that were settled in cash and 10,800 gross shares acquired.
|
|
|
|
|
Number of
Years Credited Service (#) |
|
Present
Value of Accumulated Benefit ($) |
|
Payments
During Last Fiscal Year ($) |
|||
Name
|
|
Plan Name
|
|
|
|
||||||
David N. Weidman
|
|
Celanese Americas Retirement Pension Plan
|
|
11.333
|
|
|
529,534
|
|
|
—
|
|
|
Celanese Americas Management Supplemental Pension Plan
|
|
11.000
|
|
|
3,824,192
|
|
|
—
|
|
|
Steven M. Sterin
|
|
Celanese Americas Retirement Pension Plan
|
|
8.6667
|
|
|
90,682
|
|
|
—
|
|
Douglas M. Madden
|
|
Celanese Americas Retirement Pension Plan
|
|
27.8333
|
|
|
1,053,456
|
|
|
—
|
|
|
Celanese Americas LLC ERISA Excess Plan
|
|
27.8333
|
|
|
4,628,946
|
|
|
—
|
|
|
Gjon N. Nivica, Jr.
|
|
Celanese Americas Retirement Pension Plan
|
|
2.7500
|
|
|
32,594
|
|
|
—
|
|
Jay C. Townsend
|
|
Celanese Americas Retirement Pension Plan
|
|
11.5833
|
|
|
337,398
|
|
|
—
|
|
|
Celanese Americas LLC ERISA Excess Plan
|
|
11.5833
|
|
|
834,554
|
|
|
—
|
|
|
|
|
|
Executive
Contributions in Last FY |
|
Registrant
Contributions in Last FY |
|
Aggregate
Earnings in Last FY |
|
Aggregate
Withdrawals/ Distributions |
|
Aggregate
Balance at Last FYE |
|||||
Name
|
|
Plan Name
|
|
($)
|
|
($)
(1)
|
|
($)
|
|
($)
|
|
($)
(2)
|
|||||
David N. Weidman
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
|
—
|
|
|
32,750
|
|
|
3,033
|
|
|
—
|
|
|
323,614
|
|
Steven M. Sterin
|
|
n/a
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Douglas M. Madden
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
|
—
|
|
|
19,385
|
|
|
781
|
|
|
—
|
|
|
85,615
|
|
Gjon N. Nivica, Jr.
|
|
2008 Deferred Compensation Plan
|
|
45,721
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
45,949
|
|
Jay C. Townsend
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
|
—
|
|
|
6,173
|
|
|
326
|
|
|
—
|
|
|
35,379
|
|
(1)
|
This amount is reported in the 2011 Summary Compensation Table.
|
(2)
|
A portion of this amount has been reported in prior year Summary Compensation Tables as follows: Mr. Weidman – $170,231; Mr. Madden – $27,882; and Mr. Townsend – $3,116.
|
Potential Payments Upon Termination or Change In Control
|
•
|
group health and dental coverage for the executive officer and his or her dependents for a period of two years (or in the case of Mr. Nivica, 18 months) following the date of termination.
|
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Good
Reason |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
Without
Termination |
|
With
Termination |
||||||||||||||
David N. Weidman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,942,444
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock Options
(2)
|
|
—
|
|
|
—
|
|
|
420,120
|
|
|
420,120
|
|
|
420,120
|
|
|
1,715,772
|
|
|
1,715,772
|
|
|||||||
Time-vesting RSUs
(2)
|
|
—
|
|
|
—
|
|
|
460,408
|
|
|
460,408
|
|
|
460,408
|
|
|
637,488
|
|
|
637,488
|
|
|||||||
Performance-vesting RSUs
(3)
|
|
—
|
|
|
—
|
|
|
4,957,310
|
|
|
4,957,310
|
|
|
4,957,310
|
|
|
13,117,422
|
|
|
13,117,422
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Celanese Americas Management Supplemental Pension Plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,138
|
|
(5)
|
107,069
|
|
(6)
|
—
|
|
|
—
|
|
|||||||
Welfare Benefits Continuation
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,766
|
|
|||||||
Outplacement Services
(8)
|
|
—
|
|
|
16,200
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
16,200
|
|
|
$
|
5,854,038
|
|
|
$
|
5,844,976
|
|
|
$
|
5,944,907
|
|
|
$
|
15,470,682
|
|
|
$
|
19,435,892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Steven M. Sterin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,404,656
|
|
|
$
|
1,404,656
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,890,400
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock Options
(2)
|
|
—
|
|
|
51,750
|
|
|
137,461
|
|
|
137,461
|
|
|
137,461
|
|
|
416,027
|
|
|
416,027
|
|
|||||||
Time-vesting RSUs
(2)
|
|
—
|
|
|
—
|
|
|
549,037
|
|
|
549,037
|
|
|
549,037
|
|
|
1,384,323
|
|
|
1,384,323
|
|
|||||||
Performance-vesting RSUs
(3)
|
|
—
|
|
|
57,330
|
|
|
612,077
|
|
|
612,077
|
|
|
612,077
|
|
|
1,645,383
|
|
|
1,645,383
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,312,938
|
|
|||||||
Welfare Benefits Continuation
(7)
|
|
—
|
|
|
11,383
|
|
|
11,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,766
|
|
|||||||
Outplacement Services
(8)
|
|
—
|
|
|
16,200
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
1,541,319
|
|
|
$
|
2,730,814
|
|
|
$
|
1,298,575
|
|
|
$
|
1,298,575
|
|
|
$
|
3,445,733
|
|
|
$
|
6,671,837
|
|
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Good
Reason |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
Without
Termination |
|
With
Termination |
||||||||||||||
Douglas M. Madden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,786,304
|
|
|
$
|
1,786,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,487,257
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock Options
(2)
|
|
—
|
|
|
—
|
|
|
130,491
|
|
|
130,491
|
|
|
130,491
|
|
|
498,389
|
|
|
498,389
|
|
|||||||
Time-vesting RSUs
(2)
|
|
—
|
|
|
—
|
|
|
1,021,575
|
|
|
1,021,575
|
|
|
1,021,575
|
|
|
3,865,656
|
|
|
3,865,656
|
|
|||||||
Performance-vesting RSUs
(3)
|
|
—
|
|
|
57,330
|
|
|
1,144,689
|
|
|
1,144,689
|
|
|
1,144,689
|
|
|
2,724,420
|
|
|
2,724,420
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Welfare Benefits Continuation
(7)
|
|
—
|
|
|
6,349
|
|
|
6,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,699
|
|
|||||||
Outplacement Services
(8)
|
|
—
|
|
|
16,200
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
1,866,183
|
|
|
$
|
4,105,608
|
|
|
$
|
2,296,755
|
|
|
$
|
2,296,755
|
|
|
$
|
7,088,465
|
|
|
$
|
9,588,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gjon N. Nivica, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,097,251
|
|
|
$
|
1,097,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,565,662
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock Options
(2)
|
|
—
|
|
|
—
|
|
|
856,074
|
|
|
856,074
|
|
|
856,074
|
|
|
1,143,028
|
|
|
1,143,028
|
|
|||||||
Time-vesting RSUs
(2)
|
|
—
|
|
|
—
|
|
|
962,873
|
|
|
880,929
|
|
|
880,929
|
|
|
1,306,363
|
|
|
1,306,363
|
|
|||||||
Performance-vesting RSUs
(3)
|
|
—
|
|
|
—
|
|
|
515,524
|
|
|
515,524
|
|
|
515,524
|
|
|
1,399,508
|
|
|
1,399,508
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Welfare Benefits Continuation
(7)
|
|
—
|
|
|
11,383
|
|
|
11,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,075
|
|
|||||||
Outplacement Services
(8)
|
|
—
|
|
|
16,200
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
1,124,834
|
|
|
$
|
3,459,305
|
|
|
$
|
2,252,527
|
|
|
$
|
2,252,527
|
|
|
$
|
3,848,899
|
|
|
$
|
5,431,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Jay C. Townsend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
991,066
|
|
|
$
|
991,066
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,429,452
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock Options
(2)
|
|
—
|
|
|
—
|
|
|
43,993
|
|
|
43,993
|
|
|
43,993
|
|
|
180,267
|
|
|
180,267
|
|
|||||||
Time-vesting RSUs
(2)
|
|
—
|
|
|
—
|
|
|
599,770
|
|
|
599,770
|
|
|
599,770
|
|
|
2,909,956
|
|
|
2,909,956
|
|
|||||||
Performance-vesting RSUs
(3)
|
|
—
|
|
|
57,330
|
|
|
400,201
|
|
|
400,201
|
|
|
400,201
|
|
|
950,875
|
|
|
950,875
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Welfare Benefits Continuation
(7)
|
|
—
|
|
|
11,383
|
|
|
11,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,766
|
|
|||||||
Outplacement Services
(8)
|
|
—
|
|
|
16,200
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
1,075,979
|
|
|
$
|
2,062,613
|
|
|
$
|
1,043,964
|
|
|
$
|
1,043,964
|
|
|
$
|
4,041,098
|
|
|
$
|
5,493,316
|
|
(1)
|
Paid pursuant to our Executive Severance Benefits Plan and change in control agreements, as applicable and discussed above. Mr. Weidman, as the chief executive officer, is not eligible to participate in the Executive Severance Benefits Plan, which would ordinarily provide a benefit upon a Good Reason termination or an involuntary termination without Cause.
|
(2)
|
Stock options granted after 2007 and time-vesting 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 change in control scenarios assume that the awards are
|
(3)
|
Upon a change in control, performance-vesting RSUs granted after 2007 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 of the Code. This benefit is paid by us under such executive’s change in control agreement, subject to the cut-back and other limitations thereon. Mr. Nivica is not entitled to any tax gross-up.
|
(5)
|
In the event of death, Mr. Weidman’s spouse and children would be entitled to receive an enhanced annual pension benefit of $7,138. All other Celanese-financed benefits are offset against the survivor pension. See discussion of Celanese Americas Management Supplemental Pension Plan in the
2011
Pension Benefits Table for further details.
|
(6)
|
In the event of disability, Mr. Weidman would be entitled to receive an enhanced annual pension benefit of $107,069. All other Celanese-financed benefits are offset against the disability pension. See discussion of Celanese Americas Management Supplemental Pension Plan in the
2011
Pension Benefits Table for further details.
|
(7)
|
Represents reimbursement of premiums for one and one-half years for Mr. Nivica and two years for all other named executive officers of medical and dental coverage continuation upon a change in control, and, other than for Mr. Weidman, for 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
2011
rates.
|
(8)
|
Upon termination by the Company without cause or by the executive for good reason, each executive is entitled to up to $16,200 in outplacement services.
|
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
|
Related Party Transaction Policies and Procedures
|
•
|
Mark C. Rohr, a director of the Company, and appointee as Chairman and CEO of the Company effective April 2, 2012, is the former Executive Chairman and Chairman of the Board, President and Chief Executive Officer of Albemarle Corporation (“Albemarle”). During
2011
, the Company paid Albemarle approximately $1.5 million and Albemarle paid the Company approximately $2.1 million for certain products and/or services. These transactions were pre-approved under the terms of the Related Party Transaction Policy.
|
|
|
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 (3) |
||||
Name
|
|
|
|
|
||||||||
Capital Research Global Investors
(4)
|
|
17,849,822
|
|
|
—
|
|
|
17,849,822
|
|
|
11.4
|
|
BlackRock, Inc.
(5)
|
|
10,398,849
|
|
|
—
|
|
|
10,398,849
|
|
|
6.6
|
|
Columbia Management Investment Advisers, LLC
(6)
|
|
8,926,484
|
|
|
—
|
|
|
8,926,484
|
|
|
5.7
|
|
Dodge & Cox
(7)
|
|
8,877,540
|
|
|
—
|
|
|
8,877,540
|
|
|
5.7
|
|
David N. Weidman
|
|
165,601
|
|
|
3,166,198
|
|
|
3,331,799
|
|
|
2.1
|
|
Steven M. Sterin
|
|
20,565
|
|
(8)
|
40,830
|
|
|
61,395
|
|
|
**
|
|
Douglas M. Madden
|
|
103,850
|
|
(8)
|
62,483
|
|
|
166,333
|
|
|
**
|
|
Gjon N. Nivica, Jr.
|
|
26,724
|
|
|
68,568
|
|
|
95,292
|
|
|
**
|
|
Jay C. Townsend
|
|
116,244
|
|
|
1,783
|
|
|
118,027
|
|
|
**
|
|
James E. Barlett
|
|
20,854
|
|
|
24,622
|
|
|
45,476
|
|
|
**
|
|
David F. Hoffmeister
|
|
12,256
|
|
|
25,000
|
|
|
37,256
|
|
|
**
|
|
Jay V. Ihlenfeld
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Martin G. McGuinn
|
|
69,256
|
|
|
25,000
|
|
|
94,256
|
|
|
**
|
|
Paul H. O’Neill
|
|
10,739
|
|
|
29,879
|
|
|
40,618
|
|
|
**
|
|
Mark C. Rohr
|
|
28,256
|
|
|
18,750
|
|
|
47,006
|
|
|
**
|
|
Daniel S. Sanders
|
|
57,860
|
|
|
2,682
|
|
|
60,542
|
|
|
**
|
|
Farah M. Walters
|
|
20,313
|
|
|
21,325
|
|
|
41,638
|
|
|
**
|
|
John K. Wulff
|
|
16,000
|
|
|
37,407
|
|
|
53,407
|
|
|
**
|
|
All directors and executive officers as a group (17 persons)
|
|
695,452
|
|
(8)
|
3,593,450
|
|
|
4,288,902
|
|
|
2.7
|
|
(1)
|
Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through exercise of options or vesting of restricted stock units or other rights to acquire shares.
|
(2)
|
Reflects rights to acquire shares of Common Stock within 60 days of February 21, 2012 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 21, 2012 and (ii) the vesting of restricted stock units granted under the 2004 stock incentive plan and the 2009 GIP within 60 days of February 21, 2012. Also includes units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. O’Neill – 5,257 equivalent shares; Mr. Sanders – 2,682 equivalent shares; Ms. Walters – 2,575 equivalent shares; and Mr. Wulff – 12,407 equivalent shares.
|
(3)
|
Calculated in accordance with Rule 13d-3(d) using the number of shares of Common Stock outstanding as of
February 21, 2012
.
|
(4)
|
On February 14, 2012, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 17,849,822 shares of Common Stock as of December 30, 2011 with sole voting power and sole dispositive power over such shares. On February 14, 2012, The Growth Fund of America, Inc. (“Growth Fund”) filed a Schedule 13G with the SEC reporting beneficial ownership of 10,160,000 shares of Common Stock as of December 30, 2011 with sole voting power over such shares. On February 10, 2012, Capital World Investors (“Capital World”) filed a Schedule 13G with the SEC reporting beneficial ownership of 11,135,000 shares of Common Stock as of December 30, 2011, with sole voting power and sole dispositive power over such shares. Based on a review of these filings, Capital Research and Management Company manages and/or advises each of Capital Research, Growth Fund and Capital World and, accordingly, as noted in the filing by Growth Fund, shares reflected in each of these reporting person's filings may include the other related reporting person's holdings. The address of Capital Research, Growth Fund and Capital World is 333 South Hope Street, Los Angeles, CA 90071.
|
(5)
|
On February 13, 2012, BlackRock, Inc. and certain of its subsidiaries filed a Schedule 13G with the SEC reporting beneficial ownership of 10,398,849 shares of Common Stock as of December 31, 2011, with sole voting power and sole dispositive power over all such shares. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.
|
(6)
|
On February 14, 2012, Columbia Management Investment Advisers, LLC and its parent company, Ameriprise Financial, Inc., filed an Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 8,926,484 shares of Common Stock as of December 31, 2011, with shared dispositive power over 8,926,484 shares and shared voting power over 7,013,658 shares. The address of Columbia Management Investment Advisers, LLC is 225 Franklin Street, Boston, MA 02110, and the address of Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474.
|
(7)
|
On February 10, 2012, Dodge & Cox filed a Schedule 13G with the SEC reporting beneficial ownership of 8,877,540 shares of Common Stock as of December 31, 2011, with sole voting over 8,311,190 shares and and sole dispositive power over 8,877,540 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
|
(8)
|
Includes beneficial ownership of Common Stock by Steven M. Sterin of 1,020 equivalent shares, by Douglas M. Madden of 557 equivalent shares, and by other executive officers of an aggregate of 1,325 equivalent shares in the Celanese Americas Retirement Savings Plan Stock Fund as of February 21, 2012. 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.
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
OTHER MATTERS
|
|
|
Year Ended December 31,
|
||||
(in $ millions)
|
|
2011
|
|
2010
|
||
|
|
|
||||
Net earnings (loss) attributable to Celanese Corporation
|
|
607
|
|
|
377
|
|
(Earnings) loss from discontinued operations
|
|
(1
|
)
|
|
49
|
|
Interest income
|
|
(3
|
)
|
|
(7
|
)
|
Interest expense
|
|
221
|
|
|
204
|
|
Refinancing expense
|
|
3
|
|
|
16
|
|
Income tax provision (benefit)
|
|
149
|
|
|
112
|
|
Depreciation and amortization expense
(2)
|
|
287
|
|
|
258
|
|
Other charges (gains), net
(1)
|
|
48
|
|
|
46
|
|
Other adjustments
(1)
|
|
51
|
|
|
67
|
|
Operating EBITDA
|
|
1,362
|
|
|
1,122
|
|
(1)
|
Information about Other charges and Other adjustments is included in Table 7 of the Company’s press release dated January 31, 2012 available on the investor section of our website at
www.celanese.com
and is also available as Exhibit 99.1 to our Form 8-K filed with the SEC on January 31, 2012.
|
(2)
|
Excludes accelerated depreciation and amortization associated with plant closures included in Other adjustments.
|
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
|
|
Weighted Average
Exercise Price of
Outstanding Options,
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding securities
|
|
||||
Plan Category
|
Warrants and Rights
|
|
Warrants and Rights
|
|
reflected in column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
3,420,463
|
|
(1)
|
$
|
29.37
|
|
|
15,781,658
|
|
(2)
|
Equity compensation plans not approved by security holders
(3)
|
4,319,185
|
|
(4)
|
$
|
17.68
|
|
|
—
|
|
|
Total
|
7,739,648
|
|
(5)
|
|
|
|
15,781,658
|
|
|
(1)
|
Includes
2,067,520
restricted stock units granted under the Celanese Corporation 2009 Global Incentive Plan (the “2009 Plan”), including shares that may be issued pursuant to outstanding performance-based restricted stock units, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.
|
(2)
|
Includes shares available for future issuance under the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the “ESPP”). As of December 31, 2011, an aggregate of 14,000,000 shares of our Series A Common Stock were available for future issuance under the ESPP. No shares have been offered for purchase under the ESPP as of December 31, 2011.
|
(3)
|
The shares to be issued under plans not approved by stockholders relate to the Celanese Corporation 2004 Stock Incentive Plan (the “2004 Plan”), which is our former broad-based stock incentive plan for executive officers, key employees and directors. No further awards were made pursuant to the 2004 Plan upon stockholder approval of the 2009 Plan in April 2009. The 2004 Plan and the 2009 Plan are described in more detail in Note 19 of the accompanying notes to the consolidated financial statements. Additionally, there are 37,176 shares of phantom stock for compensation for director services deferred by certain of our non-employee directors under the 2008 Deferred Compensation Plan which are not reflected in column (a). Each share of phantom stock represents the right to receive one share of Series A Common Stock.
|
(4)
|
Includes
126,798
restricted stock units granted under the 2004 Plan, including shares that may be issued pursuant to outstanding performance-based restricted stock units, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.
|
(5)
|
If the performance-based restricted stock units included in this total vest at the target level (as opposed to the stretch level), the aggregate awards outstanding at December 31, 2011 would be 6,367,016. This is comprised of 4,615,033 stock options, 681,683 time-vesting RSUs granted to employees and 13,312 time-vesting RSUs granted to non-employee directors, and 1,056,988 performance-vesting RSUs assuming target performance.
|