Celanese Corp (Form: DEF 14A, Received: 03/21/2024 16:52:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12


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

Payment of Filing Fee (Check the appropriate box):


þ			No fee required

¨			Fee paid previously with preliminary materials.

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

Table of Contents


Table of Contents
MESSAGE TO SHAREHOLDERS FROM OUR CHAIR/CEO AND OUR LEAD INDEPENDENT DIRECTOR			1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			3

VOTING INFORMATION			4

PROXY STATEMENT SUMMARY			5
Director Nominees			5
Director Nominee Highlights			6
Sustainability Highlights			9
Performance Highlights			7
Additional Information			7
Corporate Governance Highlights			8

PROXY STATEMENT			10
Information About Solicitation and Voting			10

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

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


Securities Authorized for Issuance Under Equity Compensation Plans			46

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

EXECUTIVE COMPENSATION*			50
ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			51
Compensation Discussion and Analysis			52
Compensation Risk Assessment			73
Compensation and Management Development Committee Report			74
Compensation Tables			75
CEO Pay Ratio			89
Pay Versus Performance			90

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

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

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


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

Cautionary Note Regarding Forward-Looking Statements; Available Information

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

References to our website in this Proxy Statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this Proxy Statement or incorporated into any other filings we make with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Celanese Corporation, that electronically file with the SEC at http://www.sec.gov.


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

A Message from Lori J. Ryerkerk, our Chair and CEO
and William M. Brown, our Lead Independent Director

March 21, 2024

DEAR FELLOW SHAREHOLDERS:

We are pleased to write to you in advance of our upcoming Annual Meeting of Shareholders. Celanese faced a challenging year in 2023, a year in which our industry faced cyclical demand downturns and prolonged destocking in the supply chain where we sell our products, both of which led to significant pricing and volume challenges.

In the face of these challenges, our Board and our teams focused on building upon and strengthening our solid foundation and executing controllable actions to create value now and into the future. We would like to reflect on three key priorities of our Board.

Build and Execute

Our strategic priorities in 2023 included (i) continuing to lift our foundational level of earnings, (ii) integrating and driving synergy capture from the Mobility and Materials (M&M) acquisition and (iii) generating cash to support our commitment to rapid deleveraging.

Our leadership and broader teams worked with vigor and urgency to achieve the objectives to further these priorities. We worked to optimize our global manufacturing footprint, significantly improved year-over-year stewardship performance, upgraded our company-wide enterprise resource planning system to drive productivity, and exceeded our 2023 net debt reduction objectives. You can read more about these efforts in “Performance Highlights” in the Proxy Summary.

While we are proud of the results the Celanese team has achieved, we look forward to continuing our efforts in 2024 and beyond as there is still much more to do.

Advance our Sustainability Strategy

Our leadership team, with guidance and oversight by our Board, continues to thoughtfully and intentionally advance our sustainability strategy. We have worked together to identify and act on business opportunities, to carefully address our risks and to communicate our plans to our investors and other stakeholders.

We are actively developing product opportunities to help global customers meet the growing demand for more sustainable and circular solutions. Recently we launched a large carbon capture and utilization (CCU) project to support low-carbon solutions and announced a collaboration to develop a new fiber for performance stretch fabrics using recyclable polymers. These efforts deepen our portfolio of sustainable solutions and expand our value chain.

We have also advanced our commitment to develop our strategy regarding Scope 3 greenhouse gas emissions. We are implementing Scope 3 reporting capability and integrating the M&M business into our reporting to prepare for future disclosure.

You can find more in “Sustainability Highlights” in the Proxy Summary.

Strengthen the Board for Long-Term Value

Our Board represents a variety of viewpoints, experience and professional qualifications all as described in ”Item 1: Election of Directors — Director Nominees.” Board composition is an ongoing priority, and over the last few years, the Board has intentionally sought to deepen its perspectives in complex global manufacturing by adding currently serving executives of large global manufacturers to its ranks. Our three most recently elected directors fit this profile, and complement the broad and diverse skillsets of the Board.

The Board remains committed to thoughtful, intentional and long-term succession planning to enhance its ability to serve long-term shareholder value. The Board would also like to recognize the contributions of Jean S. Blackwell, who will be retiring from the Board after more than ten years of service, and William M. Brown, who has been appointed Chief Executive Officer of 3M Company and will depart from the Board after more than eight years of service. The Board thanks each of them and wishes them well.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 1

A Message from Lori J. Ryerkerk, our Chair and CEO
and William M. Brown, our Lead Independent Director

Looking Ahead

U.S. First Lady Eleanor Roosevelt once said, “The world of the future is in our making. Tomorrow is now.” Celanese leaders remain focused on controllable actions that will ensure we are well positioned to take advantage of growth potential.

Please join our Board of Directors and executive officers on May 13, 2024, at 11:30 a.m. Central time, when we hold our Annual Meeting of Shareholders in live virtual format. Your vote is very important, and whether or not you are able to attend the event in real time, we encourage you submit your voting instructions by proxy as described in this document. We look forward to your participation.

Thank you for your continued support of Celanese.

Sincerely,



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


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 2

Notice of Annual Meeting of Shareholders

CELANESE CORPORATION

222 W. Las Colinas Blvd., Suite 900N

Irving, Texas 75039


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Date and Time:						May 13, 2024, 11:30 a.m. (Central Daylight Saving Time)
Virtual Meeting Website:						Online at www.virtualshareholdermeeting.com/CE2024
Items of Business:						● To elect Edward G. Galante, Timothy Go, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Ganesh Moorthy, Kim K.W. Rucker and Lori J. Ryerkerk to serve until the 2025 Annual Meeting of Shareholders, and until their successors are elected and qualified or their earlier resignation;
						● To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2024;
						● To hold an advisory vote to approve executive compensation;
						● To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for officer exculpation and indemnification under Delaware law; and
						● To transact such other business as may properly come before the meeting and any adjournments and postponements thereof in accordance with the provisions of the Company’s Seventh Amended and Restated By-laws (the “by-laws”).
Record Date:						You are entitled to attend the 2024 Annual Meeting virtually and to vote if you were a shareholder at the close of business on March 18, 2024.

This year’s Annual Meeting will be held as a “virtual meeting” via the Internet at www.virtualshareholdermeeting.com/CE2024. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting.

To ensure that your shares are represented at the meeting, we urge you to submit your voting instructions by proxy as promptly as possible. You may submit your proxy via the Internet or telephone, or, if you received paper copies of the proxy materials by mail, you can also submit a proxy via mail by following the instructions on the proxy card or voting instruction card. We encourage you to submit a proxy via the Internet. It is convenient and saves us significant postage and processing costs. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

By Order of the Board of Directors of

Celanese Corporation

Michael R. Sullivan

Vice President, Deputy General Counsel

and Corporate Secretary

Irving, Texas

March 21, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2024

The Celanese Corporation 2024 Notice of Annual Meeting and Proxy Statement, 2023 Annual Report

and other proxy materials are available at www.proxyvote.com.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 3

Voting Information

VOTING INFORMATION

You are invited to attend the Annual Meeting to be held at 11:30 a.m. (Central Daylight Saving Time) on Monday, May 13, 2024. This year’s Annual Meeting will be held as a “virtual meeting” via the Internet at www.virtualshareholdermeeting.com/CE2024.

It is very important that you vote in order to play a part in the future of the Company. Please carefully review the proxy materials for the Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to vote at the Annual Meeting if you were a shareholder at the close of business on March 18, 2024, the record date for the meeting. On the record date, there were 111,563,396 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each proposal to be voted on at the meeting.

How to Vote

Even if you plan to attend the Annual Meeting, please submit your voting instructions by proxy as soon as possible using one of the following methods for submitting a proxy (see page 98 for additional details). Make sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the instructions provided. Unless those documents provide different instructions, most of our shareholders will be able to vote in advance of the meeting by one of the following means:

VOTE IN ADVANCE OF THE MEETING*

VOTE AT THE VIRTUAL MEETING

via the internet

by phone

by mail

by QR code

)

Visit proxyvote.com to submit a proxy via computer or your mobile device

Call 1-800-690-6903 or the telephone number on your proxy card or voting instruction form

Sign, date and return your proxy card or voting instruction form

Scan this QR code to vote with your mobile device (may require downloading of free app)

See “Questions and Answers” for details on attending and voting at the Annual Meeting

* You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

If you are a shareholder who holds shares through a brokerage firm, bank, trust or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares.

If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact Alliance Advisors, LLC, 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003. Shareholders may call toll free: (800) 574-5971.

Important Note About Meeting Admission Requirements: If you plan to attend the virtual meeting, see the answer to question 2 on page 97 for important details on requirements to log-in to the meeting.

Electronic Shareholder Document Delivery

Instead of receiving future copies of annual meeting proxy materials by mail, shareholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 4

Proxy Summary

PROXY STATEMENT SUMMARY

We provide below highlights of certain information in this Proxy Statement. As this is only a summary, please refer to the complete Proxy Statement and 2023 Annual Report before you vote.

Proxy Item No. 1

Election of 10 Director Nominees

ü The Board recommends a vote FOR all Director Nominees

Our Board and the Nominating and Corporate Governance Committee believe that the ten director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

à See “Item 1: Election of Directors” and “Director Nominees” beginning on page 11 of this Proxy Statement for additional information.

Director Nominees

The following table provides summary information about each director nominee. Each nominee is to be elected by a majority of the votes cast.

Name and Qualifications

Age

Director

Since

Primary Occupation /

Other Public Company Boards

Independent

Committee

Memberships

Edward G. Galante

2013

Former SVP – Exxon Mobil Corporation

CMD£; EHS

&Q.:ÐGq@6L

Clean Harbors Inc.; Marathon Petroleum Corp.

Timothy Go

2024

CEO and President – HF Sinclair Corporation

EHS

&Q.:Ðq@6L

HF Sinclair Corporation

Kathryn M. Hill

2015

Former SVP Dev. Strategy – Cisco Systems Inc.

CMD; EHS£

&Q:5@6L

Moody’s Corporation; NetApp Inc.

David F. Hoffmeister

2006

Former SVP / CFO – Life Technologies Corp.

AC; NCG

&Q.:Gq6L

Glaukos Corporation; ICU Medical Inc.; StepStone Group Inc.

Dr. Jay V. Ihlenfeld

2012

Former SVP, Asia Pacific – 3M Company

CMD; EHS

Q.:5ÐG@6

Deborah J. Kissire

2020

Former Vice Chair - Ernst & Young LLP

AC£; EHS

&Q:5Gq6L

Omnicom Group; Axalta Coatings System Ltd.; Cable One, Inc.

Michael Koenig

2022

CEO – Nobian Industrial Chemicals B.V.

CMD; EHS

&Q.:5ÐG@6L

Symrise AG

Ganesh Moorthy

2023

CEO – Microchip Technology Incorporated

AC; NCG

&Q:5ÐGq@6L

Microchip Technology Incorporated

Kim K.W. Rucker

2018

Former EVP and GC – Andeavor

AC; NCG£

&Q:5ÐGq6L

Marathon Petroleum Corp.; HP Inc.; GE Vernova

Lori J. Ryerkerk

2019

Chair, CEO and President – Celanese Corporation

–

&Q.:ÐGq@6L

Eaton Corporation plc

Qualifications:

Board Committees:

Leadership

Govt/regulatory

Audit Committee

Global experience

M&A and financial transactions

CMD

Compensation and Management Development Committee

Chemical industry

Operational

EHS

Environmental, Health, Safety, Quality and Public Policy Committee

Innovation-focused

Strategic

NCG

Nominating and Corporate Governance Committee

Customer-focused

Risk oversight

Committee Chair

Environmental / sustainability


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 5

Proxy Summary

Director Nominee Highlights

Director succession is a robust, ongoing process at Celanese. Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe that our director nominees bring a well-rounded variety of skills, qualifications, experience and diversity, and represent an effective mix of deep company knowledge and fresh perspectives.

Diversity

Tenure

Age

Expertise and Independence

Average Tenure: 6.6 years

Average Age: 64.6 years

Balanced Mix of Skills, Qualifications and Experience


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 6

Proxy Summary

Performance Highlights

Business Performance in 2023 (see page 52 for more information on our controllable actions to drive performance)

We reported 2023 net sales of $10,940 million, 13% higher than our previous record in 2022.

Our overall earnings results in 2023 consisted of:

GAAP diluted earnings per share of $18.00, and Adjusted EPS(1) of $8.92; and

Net earnings of $1,960 million and Operating EBITDA(1) of $2,444 million.

We generated record operating cash flow of $1,899 million and record free cash flow(1) of $1,320 million, allowing us to exceed our 2023 deleveraging goals.

Strengthening our Foundation for Earnings Growth and Long-Term Shareholder Value

We have worked to improve our global manufacturing footprint to enhance our competitiveness and drive future earnings – bringing our Clear Lake acetic acid expansion closer to commissioning and taking actions to optimize the footprint and cost base of our Engineered Materials business.

Net Sales ($Bn)

In 2023 we demonstrated a focused commitment to stewardship of our operations through enhanced collaboration, communications and alignment across our organization, resulting in significantly improved year-over-year performance in environmental, process safety and people safety metrics.

During 2023 and early 2024, we executed a transformational upgrade to our company-wide enterprise resource planning system and integrated the M&M business into it, to drive productivity and enable us to unlock additional synergy opportunities.

Our free cash flow generation, together with cash proceeds from the formation of the Nutrinova joint venture, enabled us to meaningfully exceed our full-year 2023 net debt reduction objectives.

One, Three and Five Year Total Shareholder Return (TSR)

(as of year-end 2023)

Celanese

Dow Jones (US) Chemicals Index

Proxy Item No. 3

Advisory Approval of Executive Compensation

ü The Board recommends a vote FOR this proposal

Our Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our named executive officers (“NEOs” or “named executive officers”) for the 2023 performance year.

à See “Item 3: Advisory Approval of Executive Compensation” and “Compensation Discussion and Analysis” beginning on page 52 of this Proxy Statement.

Additional Information

Please see “Questions and Answers” beginning on page 97 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals for the 2024 Annual Meeting.

(1) Adjusted earnings per share, operating EBITDA and free cash flow are non-U.S. GAAP financial measures. See “Exhibit A” for information concerning these measures including a definition and a reconciliation to the most comparable U.S. GAAP financial measure.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 7

Proxy Summary

Corporate Governance Highlights

Our Corporate Governance Policies Reflect Best Practices

We are committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps to build public trust in the Company.

Independent

Oversight

● 9 of 10 director nominees are independent (all except for the CEO)

● Lead Independent Director with clearly defined and robust responsibilities

● Regular executive sessions of independent directors at Board meetings (chaired by the Lead Independent Director) and Committee meetings (chaired by independent Committee chairs)

● 100% independent Board Committees

● Active Board oversight of the Company’s strategy, risk management and sustainability efforts

Board

Refreshment

● Comprehensive, ongoing Board succession planning process

● Regular Board refreshment and mix of tenure of directors (eight of our nominees joined after the beginning of 2015, six since the beginning of 2018 and three since the beginning of 2022)

● Annual Board and Committee assessments including performance evaluation of individual directors

● Focus on diversity (3 of the Board’s 4 committees are chaired by women, who are also independent directors); 6 of 10 director nominees are women, or racially or ethnically diverse)

● Retirement age of 75

Shareholder

Rights

● Annual election of all directors

● Majority-vote and director resignation policy for directors in uncontested elections

● Proxy access right for shareholders (3% ownership threshold continuously for 3 years / 2 director nominees or 20% of the Board / 20 shareholder aggregation limit)

● Directors may be removed by shareholders with or without cause

● One class of outstanding shares with each share entitled to one vote

● No poison pill

Good Governance

Practices

● Prohibition on hedging or pledging Company stock

● Comprehensive clawback policies

● Rigorous director and executive stock ownership requirements

● Active shareholder engagement program

● Global Code of Conduct applicable to directors and all employees with annual compliance certification

● Political activities disclosures on our website

● Longstanding commitment to corporate responsibility

Proxy Item No. 2

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2024

ü The Board recommends a vote FOR this proposal

The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm for 2024.

à See “Audit Matters” beginning on page 47 of this Proxy Statement for additional information.

Proxy Item No. 4

Approve an amendment to our Certificate of Incorporation to provide for officer exculpation and indemnification under Delaware Law

ü The Board recommends a vote FOR this proposal

The Board believes that providing protection from certain liabilities to certain officers, similar to the protection from certain liabilities that the Company currently provides to directors, is in the best interests of the Company and its shareholders. The Board believes that, without this amendment, officer candidates may be discouraged from joining or continuing to serve the Company.

à See “Item 4: Approval of the Amendment to our Certificate of Incorporation to Provide for Officer Exculpation and Indemnification under Delaware Law” beginning on page 94 of this Proxy Statement for additional information.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 8

Proxy Summary

Sustainability Highlights

Sustainable Solutions for a World in Transition

Our vision: Improving the world and everyday life through our people, chemistry, and innovation.

Circularity, Innovation, and Growth

Celanese remains committed to reducing our own environmental impact and to helping our customers do the same. In furtherance of this goal, we recently brought online a carbon capture and utilization project in our Clear Lake, Texas plant as part of our Fairway Methanol joint venture. This project uses vented CO2 and low-carbon hydrogen as feedstock (80% from third party sources) to produce a methanol building block for downstream production. In addition to the environmental benefits of capturing and using CO2 that would otherwise be emitted to the atmosphere, the resulting product can be used in lieu of fossil fuel-based raw materials.

We added a new product designation, ECO-CC, for products that use this carbon capture and utilization technology, growing our portfolio of similar designations such as ECO-R (products using recycled content) and ECO-B (products using mass balance bio-content). And the U.S. Department of Energy (“DOE”) recently approved Celanese as a Utilization Procurement Grant (“UPG”) vendor due to offering ECO-CC low-carbon acetic acid. States, local governments, and public utilities and agencies can use grants to purchase such UPG-approved products, supporting the DOE’s goal of encouraging these entities to use commercial or industrial products derived from human-generated CO2 and similar chemicals.

In our Engineered Materials segment, we collaborated with a well-known athletic apparel and footwear brand on a high performance, recyclable fiber that serves as an alternative to elastane (commonly referred to as spandex). This new product, NEOLAST™, was developed to help solve an enduring issue with performance fabrics — recyclability — and to enable our customers to meet their sustainability goals and increase circularity.

Sustainability Goals and Reporting

As part of our efforts to reduce our environmental impact, we previously set the production-related intensity targets specified below, which are measured against a 2021 baseline of Celanese owned and operated assets. ERM Certification and Verification Services provided limited assurance of our baseline metrics in 2022, which did not include the Mobility and Materials business (“M&M”) at that time. Over the past year, following our acquisition of M&M, we have worked to incorporate M&M into our reporting capabilities and these baselines, aspiring to disclose the re-baselined metrics in 2024.

We have also actively advanced our understanding of our Scope 3 emissions. We implemented for the first time the capability to report on Scope 3 categories to prepare for future disclosure. These advancements will further inform and guide our sustainability strategy.

[1] Based on production from a 2021 baseline.

See “Human Capital Development” beginning on page 55 of this Proxy Statement for additional information about our human capital efforts.

Go to https://www.celanese.com/corporate-sustainability-strategy to learn more about Sustainability at Celanese.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 9

Proxy Statement

PROXY STATEMENT

For the Annual Meeting of Shareholders To Be Held Virtually on May 13, 2024

The Board of Directors (the “Board of Directors” or the “Board”) of Celanese Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at 11:30 a.m. (Central Daylight Saving Time) on Monday, May 13, 2024, at our virtual meeting website www.virtualshareholdermeeting.com/CE2024. This Proxy Statement (this “Proxy Statement”) contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors. We will bear the expense of soliciting the proxies for the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2024

The Celanese Corporation 2024 Notice of Annual Meeting and Proxy Statement, 2023 Annual Report

and other proxy materials are available at www.proxyvote.com.

INFORMATION ABOUT SOLICITATION AND VOTING

Pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, we have elected to furnish proxy materials to our shareholders via the Internet instead of mailing printed copies of those materials to each shareholder. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and cast your vote on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Shareholders who requested paper copies of proxy materials or previously elected to receive proxy materials electronically will not receive the Notice of Internet Availability and, instead, will receive the proxy materials in the format requested. This Proxy Statement, our 2023 Annual Report and other information about the Annual Meeting also are available in the “News & Events” section of our website, https://investors.celanese.com.

The Notice of Internet Availability and, for shareholders who previously requested electronic or paper delivery, the proxy materials will be mailed on March 21, 2024, to shareholders of record and beneficial owners who owned shares of the Company’s Common Stock at the close of business on March 18, 2024.

Our principal executive offices are located at 222 W. Las Colinas Blvd., Suite 900N, Irving, Texas 75039.

For additional information about the proxy materials and the Annual Meeting, see “Questions and Answers”.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 10

Governance

GOVERNANCE

The Company is committed to effective corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps build public trust in the Company. See “Corporate Governance Highlights” for more information.

The Company’s certificate of incorporation, by-laws, corporate governance guidelines, Board committee charters and other materials can be accessed on our website, https://investors.celanese.com, by clicking “Corporate Governance.” Instructions on how to obtain copies of these materials are also included in the response to question 20 in the Questions and Answers section on page 102.

ITEM 1: Election of Directors

Background

Based on the recommendation of our independent Nominating and Corporate Governance Committee (the “NCG Committee”), our Board of Directors has nominated ten directors — Edward G. Galante, Timothy Go, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Ganesh Moorthy, Kim K.W. Rucker and Lori J. Ryerkerk — each to serve a one-year term expiring at the 2025 Annual Meeting of Shareholders. Independent director Jean S. Blackwell, who joined the Celanese Board in 2014, has advised the Board that she intends to retire from the Board will not stand for re-election at the upcoming Annual Meeting. Independent director William M. Brown, who joined the Celanese Board in 2015, has advised the Board that, given the anticipated responsibilities and time commitment associated with his appointment as Chief Executive Officer of 3M Company, he has decided not to stand for re-election at the upcoming Annual Meeting. The Board expresses its thanks to Ms. Blackwell and Mr. Brown for their contributions during their service, and will set the number of directors at ten effective as of the expiration of Ms. Blackwell’s and Mr. Brown’s terms at the 2024 Annual Meeting.

At the Annual Meeting, shareholders will have the opportunity to elect these nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” these ten nominees. If any of our nominees is unable or declines to serve as a director as of the time of the Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. Proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy.

These director nominees have consented to be elected to serve as directors for the next year and we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

The name of each of our nominees for election and certain information about them, as of the date of this Proxy Statement, is set forth below under “Director Nominees,” including the particular qualifications, attributes, skills and experience that led the Board to conclude that each should serve as a director of the Company.


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Governance

Board Composition and Refreshment

BOARD REFRESHMENT

Since 2018, we have:

The Board and the NCG Committee believe the Board should represent a collection of talented, highly-experienced, high-integrity, strategic leaders from a variety of backgrounds with diverse viewpoints, possessing skill sets and experience that bring value to Celanese’s long-term strategy. To that end, the Board and NCG Committee continuously strive to maintain, through thoughtful Board refreshment, an appropriate balance of skills, tenure, and diversity. The Board believes that new perspectives and new ideas are critical to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity with the complexities of our business that longer-serving directors bring. The Board and the NCG Committee regularly evaluate the skills represented on the Board, to support a thoughtful, long-term approach towards optimizing Board composition.

●

Six new directors, three of whom are women and three of whom are racially or ethnically diverse

●

Completed a Board leadership transition, and elected a new Lead Independent Director

●

Rotated all Board committee chairs

●

Added increased industry, operational and M&A experience while increasing the diversity of the Board

Each of our directors was identified in large part due to the fit of their deep experience with different aspects of our long-term strategy. Since the 2023 Annual Meeting of Shareholders, the Board has elected Messrs. Moorthy and Go, each of whom is a sitting CEO of a multibillion dollar company and a nominee for election at the upcoming Annual Meeting. Their respective elections were part of a long-term and ongoing strategic succession planning effort by the Board and the NCG Committee to bring additional complex manufacturing experience in order to enhance the Board’s global and end-market perspectives given our increasingly complex global footprint and product end markets. The Board and NCG Committee also sought to bring additional sitting executives onto the Board to enhance the Board’s multidisciplinary perspectives on issues of current importance to our business and industry. The election in February 2022 of Mr. Koenig, an accomplished materials industry CEO who was re-elected at the 2023 Annual Meeting, was also a part of this refreshment strategy. Each of these directors also brings significant experience in transformational acquisitions and M&A integration.

The NCG Committee identified these highly-qualified candidates with the assistance of a search firm. The NCG Committee and the full Board carefully reviewed the experience, skills and attributes of these individuals, along with those of a number of other qualified candidates identified by the search firm, as well as their independence. After interviews, the NCG Committee and the Board determined to elect Messrs. Koenig, Moorthy and Go to the Board in February 2022, December 2023 and February 2024, respectively, and to recommend their reelection by our shareholders at the 2024 Annual Meeting. See “Director Nominees” for more information on the specific qualifications and experience these, and our other directors, bring to our Board.

Qualifications, Qualities, Skills and Experience to be Represented on the Board

The Board and the NCG Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, a willingness to assume fiduciary responsibilities, an appreciation of diversity and a commitment to sustainability and to dealing responsibly with social issues. The NCG Committee uses a variety of methods for identifying and evaluating director nominees and considers candidates who are recommended by Board members, by shareholders, as well as those identified by third-party search firms retained from time to time (including the firm currently retained as described above). The NCG Committee members and other Board members conduct interviews of potential director candidates to assess integral qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership and assesses the effectiveness of this policy through the NCG


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 12

Governance

Committee’s annual review of director nominees. The Board believes that diversity results in a variety of points of view and, consequently, a more effective decision-making process. Of the six nominees who have joined the Board since 2018, three are women and three are racially or ethnically diverse.

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current and expected future business needs. These are summarized in the following table.

Qualifications, Attributes, Skills
and Experience

Characteristics

No. of Nominees

Relevant senior leadership/C-Suite experience

Senior leadership experience allows directors to more effectively oversee strategic aspects of our global business

Global business experience

Global perspectives on our Board help guide our business, with products manufactured in the Americas, Europe and Asia and operations in over 20 countries around the world

Extensive knowledge of the Company’s business and/or the chemical and materials industry

A deep understanding of the Company’s business and/or the chemical and materials industry allows a director to better understand the complex operational, commercial and market issues we face

Experience in innovation-focused businesses

Focus on innovation allows directors to better direct our efforts to expand our business though new products and applications

Experience in customer-driven businesses

Experience in businesses involving a high level of customer interaction allows directors to more deeply understand the Company’s market-facing strategies

Environmental/sustainability experience

Experience with complex environmental regulation and sustainability-focused strategy enables directors to better oversee these areas of opportunity and risk

Government/regulatory/geopolitical exposure

Experience navigating complex governmental, regulatory and geopolitical issues gives directors insight into the regulatory obligations and geopolitical challenges that the company may encounter in various jurisdictions

M&A and financial transactions experience

A high level of familiarity with M&A, financial matters, capital structures and complex financial transactions allows directors to bring expertise to our capital allocation, M&A and deleveraging strategies in global financial markets

Operational experience

Experience managing the manufacture of many types and kinds of products with high level specifications and in large quantities around the world allows directors to bring valuable perspectives to our business

Strategy development experience

Experience with strategy development allows the Board to better evaluate management’s plans and guide the Company

Risk oversight/management experience

Risk oversight expertise allows directors to better assess risk and refine and oversee the Company’s policies and processes to manage risk


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 13

Governance

Director Nominees


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

Director since: 2019 Age: 61 Current Board Committees: None


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Governance


Edward G. Galante
									Experience •Senior Vice President and member of the management committee of Exxon Mobil Corporation, an international oil and gas company (2001 – 2006), Executive Vice President of ExxonMobil Chemical Company (1999 – 2001) and various management positions of increasing responsibility over more than 30 years with the company •Former Independent Director at Foster Wheeler AG, global engineering conglomerate (2007 – 2014) •Former Independent Director at Linde PLC, global industrial gas corporation, and its predecessor company, Praxair (2007 – 2023) Other Current Public Company Directorships •Independent Director at Clean Harbors, Inc., a leading provider of environmental and industrial services (2007 – present) •Independent Director at Marathon Petroleum Corporation, a leading, integrated, downstream energy company (2018 – present), previously Independent Director at Andeavor Corporation, a highly integrated marketing, logistics and refining company acquired by Marathon (2016 – 2018) Notable Affiliations •LSU Foundation •Board of United Way Foundation of Metropolitan Dallas •Board of Trustees of Northeastern University •Director, Artis-Naples Qualifications Provided to Our Board •Decades-long operational and commercial experience in the petroleum and chemical manufacturing industry, including as EVP of one of the largest chemical companies in the world (Exxon Mobil Chemical), giving the Board and executive leadership valuable long-term insight into industry and commercial prospects, and capital deployment optimization •Brings to the Board and the EHSQPP Committee significant experience in environmental, health and safety (EHS) issues, gained from leading Exxon Mobil’s EHS activities, chairmanship of the EHS Committee of Clean Harbors, membership on Marathon Petroleum’s Sustainability Committee and membership on the Environmental, Health, Safety and Security committee at Andeavor •Chair leadership and member service on large-company compensation committees gives our CMDC a valuable cross-industry perspective into best practices in driving value-creating behavior of leadership teams in large organizations Education •B.S. in civil engineering, Northeastern University

Director since: 2013 Age: 73 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 15

Governance


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

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


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 16

Governance


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

Director since: 2015 Age: 67 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 17

Governance


David F. Hoffmeister
									Experience •Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by ThermoFisher Scientific Inc. (2008 – 2014) •Chief Financial Officer of Invitrogen Corporation, a biotechnology company which merged with Applied Biosystems to form Life Technologies Corporation (2004 – 2008) •Senior partner at McKinsey & Company serving clients in the healthcare, private equity and chemical industries on issues of strategy (1984 – 2004), including as leader of McKinsey’s North American chemical practice (1998 – 2004) Other Current Public Company Directorships •Independent Director at Glaukos Corporation, an ophthalmic medical technology and pharmaceutical company (2014 – present) •Independent Director at ICU Medical Inc., a global leader in infusion systems, infusion consumables, and high-value critical care products (2018 – present) •Independent Director at StepStone Group Inc., a private markets investment firm (2020 – present) Notable Affiliations •Director at Kaiser Permanente, a private non-profit integrated managed care consortium (2014 – present) Qualifications Provided to Our Board •Long-standing knowledge of chemical and materials manufacturing, including from his time as the head of McKinsey’s North American chemical practice and as CFO of multibillion dollar life sciences companies •Valuable experience to effectively guide our efforts to grow our Engineered Materials business gained from deep knowledge of the medical and pharmaceutical industries through prior roles •Strong insight into successful acquisition execution, integration and synergy capture from leading, as CFO, the multibillion dollar merger and integration of two life sciences companies into a combined company, Life Technologies, with approximately 10,000 employees, and then playing an integral role in that company’s later $14 billion acquisition by ThermoFisher Education •B.A. in business administration and management, University of Minnesota •MBA, University of Chicago Booth School of Business

Director since: 2006 Age: 69 Current Board Committees: Audit Nominating and Corporate Governance


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 18

Governance


Dr. Jay V. Ihlenfeld
									Experience •Senior Vice President, Asia Pacific (2006 – 2012), for 3M Company, a leader in technology and innovation; Senior Vice President, Research and Development (2002 – 2006); Various other leadership and technology positions, including Vice President of the Performance Materials business and Executive Vice President of the Sumitomo/3M business in Japan, over 33 years •Former Independent Director at Ashland, Inc., a premier global specialty materials company (2017 – 2024) Notable Affiliations •Minnesota Orchestra •University of Wisconsin-Madison College of Engineering Industrial Advisory Board •Phi Delta Theta Foundation Trustee Emeritus Qualifications Provided to Our Board •Extensive experience related to research, development, innovation and commercialization of chemical and performance materials products in multiple regions around the globe, which engineering and business knowledge is invaluable to the Board’s oversight of our product innovation, development and commercialization initiatives •A strong global perspective, from various experiences, including his time as 3M’s Senior Vice President, Asia Pacific and Executive Vice President of 3M’s Sumitomo partnership, is highly beneficial to the Board’s and management’s understanding of global business and geopolitical considerations, particularly as the M&M acquisition expands our end market presence in the Asia-Pacific region •Deep experience in environmental and manufacturing strategy in the chemical sector, which helps guide the Board’s oversight of our operational sustainability efforts Education •B.S. in chemical engineering, Purdue University •PhD in chemical engineering, University of Wisconsin-Madison

Director since: 2012 Age: 72 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 19

Governance


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

Director since: 2020 Age: 66 Current Board Committees: Audit Environmental, Health, Safety, Quality & Public Policy


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 20

Governance


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

Director since: 2022 Age: 60 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy


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Governance


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

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


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 22

Governance


Kim K.W. Rucker
									Experience •Executive Vice President, General Counsel and Secretary of Andeavor, an integrated marketing, logistics and refining company, and of Andeavor Logistics LP, a midstream energy infrastructure and logistics company, until Andeavor was acquired by Marathon Petroleum Corporation (2016 – 2018), including time as interim Chief Human Resources Officer •Executive Vice President Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a food and beverage company (2012 – 2015) •Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products, and beginning in 2009 assumed additional duties as Corporate Secretary (2008 – 2012) •Senior Vice President, Secretary and Chief Governance Officer of Energy Future Holdings Corp., an energy company (2004 – 2008) •Corporate Counsel for Kimberly-Clark Corporation •Partner in the Corporate & Securities group at the law firm of Sidley Austin LLP •Former Independent Director at Lennox International Inc., a global provider of climate control solutions (2015 – 2024) Other Current Public Company Directorships •Independent Director at HP Inc., a leading technology company (2021 – present) •Independent Director at Marathon Petroleum Corporation a leading, integrated, downstream energy company (2018 – present) •Independent Director at GE Vernova, a global leader driving electrification and decarbonization (to be a public company upon the effectiveness of its announced spin-off from GE) Notable Affiliations •Haven for Hope •Johns Hopkins Medicine Board of Trustees Qualifications Provided to Our Board •Business, legal and regulatory experience as an executive leader, general counsel and chief compliance officer in oil and gas, food and beverage and personal care industries, and board roles in multiple customer-facing companies, brings a multi-industry, multi-disciplinary perspective to our Board’s oversight of the Company’s operational, governance, regulatory affairs and risk controls management •Leadership in negotiating, executing and integrating multiple large and high-profile acquisitions – including the $45 billion buyout that created Energy Future Holdings (at the time the largest leveraged buyout in history), the $45 billion merger of Kraft Foods Group with Heinz to create the world’s fifth largest food and beverage company, Andeavor’s $6 billion acquisition of Western Refining Logistics and the acquisition of Andeavor by Marathon Petroleum for over $20 billion – brings highly-valuable expertise regarding business strategy, complex M&A, and integration •Broad knowledge of law, business transactions, corporate governance, compliance, communications, crisis management, government affairs, human capital and community involvement gained as an executive and director of multiple public companies, including numerous board leadership roles, brings current and expert perspective and leadership experience on various matters, including strategy, risk management and board practices Education •BBA in economics, University of Iowa •M.A. in public policy, John F. Kennedy School of Government at Harvard University •J.D., Harvard Law School

Director since: 2018 Age: 57 Current Board Committees: Audit Nominating and Corporate Governance


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 23

Governance

Vote Required

Each director must receive a majority of the votes cast in favor of his or her election.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

“FOR” EACH OF THE NOMINEES LISTED ABOVE

Board and Committee Governance

Director Elections

All Celanese directors are elected annually.

As part of its efforts to maintain a board composed of high-quality directors able to effectively serve the Company’s strategic needs, the NCG Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

Our Board proactively adopted a by-law, which permits a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding Common Stock continuously for at least three years, to submit director nominees for up to the greater of two directors or 20 percent of the number of directors currently serving on the Board, subject to the terms and conditions specified in the by-laws.

Proxy Access

Holders of at least

held by up to 20 shareholders

Holding the shares

continuously for at least

years

Can nominate 2 candidates or

20%

of the Board, whichever is greater, for election at an annual shareholders’ meeting

Majority Voting Standard

Our by-laws provide that, in an uncontested election, like this one, each director must receive the majority of the votes cast with respect to that director (meaning that the number of shares voted “for” a director must exceed the number of shares voted “against” that director). If an incumbent director does not receive a majority vote, he or she has agreed that a letter of resignation will be submitted to the Board. The NCG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation within 90 days of the certification of the vote and will also promptly publicly disclose its decision regarding the director’s resignation. The Board’s decision will take into account the recommendation of the NCG Committee, which will include consideration of the vote result, the director’s contributions to the Company during his or her tenure, the director’s qualifications, any relevant input from shareholders, along with any other factors the NCG Committee deems relevant. The director who has tendered a resignation will not participate in the deliberations.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 24

Governance

Composition of the Board of Directors

Our certificate of incorporation provides that the number of members of the Board of Directors shall be fixed by the Board, but shall be no less than seven and no more than fifteen. Our Board may fill vacancies and increase or, upon the occurrence of a vacancy, decrease the Board’s size between annual shareholder meetings. As of the date of this Proxy Statement, we have, and the Board has established the size of the Board to be, 12 directors (which will be reduced to 10 following the Annual Meeting as Ms. Blackwell and Mr. Brown are not seeking re-election). Our Board of Directors is and shall be comprised of a majority of independent directors. See “Dire ctor Indep endence and Related Person Transactions” for additional information.

The Company has a director retirement guideline set forth in our corporate governance guidelines. The guideline provides that a director should retire from the Board no later than the annual meeting of shareholders following such director’s 75th birthday; provided, however, the retirement guideline may be waived by a majority of disinterested directors upon the recommendation of the NCG Committee. Because directors gain valuable experience and knowledge of our complex business operations through multiple years of service, and because the Board currently has a balance of newer and longer-serving members, the Board has determined that members should not be subject to mandatory term limits. Such limits could result in the premature loss of a director who continues to significantly contribute to deliberations regarding our strategies, operations and risks. We believe that our Board’s decision not to establish mandatory term limits is consistent with the prevailing practice among companies in the S&P 500.

Annual Board and Committee Self-Evaluation Process

Each year, the members of the Board and each committee conduct a self-assessment. The process for the self-assessment is approved by the Board each year based on a recommendation from the NCG Committee. The NCG and the Board regularly review and make refinements to the annual assessment process.

Under the process used in 2023, the NCG Committee developed a thorough list of topics to be considered by the directors. These topics were incorporated into a Board questionnaire completed by each director and committee-specific questionnaires for each committee. After completion of the questionnaires, our Lead Independent Director held virtual conferences with each other independent director and also the Chair, to discuss the topics and to gather any other feedback a director has related to the Board and each committee. The input from the questionnaires and conversations was summarized and presented to the full Board (and to the independent directors as to the Chair and CEO) and to the individual committees at the October Board and committee meetings. An overview of this process is illustrated below.


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Governance


Board and Committee Self-Evaluation Process Summary
Process Design and Approval (July)	v	Discussion among management, NCG Chair and Lead Independent Director regarding key topics for assessment and creation of the Board and Committee questionnaire.
		Topics generally include Board and committee structure, oversight, allocation of responsibilities among committees, approach to meetings, individual director assessments, culture and strategic or business topics of particular current importance.
	v	NCG Committee recommends process for Board approval in July.
Questionnaire (July - August)	v	Board members complete and provide comments on detailed questionnaire.
		Includes specific questions and topics for each committee.
One-on-One Conversations (August - September)	v	Lead Independent Director holds one-on-one conversations with each director to discuss feedback and comments on the questionnaire, and any other topics a director wishes to raise.
	v	Lead Independent Director confers with the Chair/CEO and NCG Chair so that they understand any opportunities for improvement that may have been raised.
Report-Out to Committees and Board (October)	v	Feedback is reported to the Board and individual committees at the October meeting.
	v	The Board and each committee hold dedicated closed executive sessions in October to discuss assessment and provide any feedback to management.
Implementation of Feedback (Ongoing)	v	Management and directors coordinate to update policies and practices to incorporate director feedback.
	v	The Board reviews implementation progress in connection with the following year’s self-evaluation process.
		Opportunities identified and in the process of being implemented from recent self-evaluations include increased director education opportunities, enhanced reporting of macroeconomic factors and M&A integration, refreshment of certain crisis management processes, refinements to the Board’s approach in overseeing cyber and supply chain risks, enhanced reporting on product end-market sectors, regularity of long-term Board refreshment discussions and review and refreshment of certain other company policies.

Also, the NCG Committee and full Board evaluate directors who are nominees for re-election to the Board as part of the nomination process.

Board Leadership Structure

The Company’s governance framework provides the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure and informs shareholders of any change in the Board’s leadership structure through press releases or, as applicable, by posting amended corporate governance guidelines on the Company’s website.

In April 2020, the Board elected our Chief Executive Officer Lori Ryerkerk to serve as Chair of the Board. The Board made this election as part of the planned transition of leadership from our prior CEO. Therefore, the current leadership structure is comprised of a combined Chair of the Board and Chief Executive Officer, a Lead Independent Director, and Board committees comprised exclusively of and chaired by independent directors, together with active engagement by all directors. The Board believes that the current leadership structure is effective and currently serves the business and shareholders well. The Board also believes that combined leadership of the Board and the Company by Ms. Ryerkerk is currently the optimal structure to guide the Company, provide consistent leadership and maintain the focus required to achieve our long-term business goals.


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Board Leadership Structure

The Board believes this is currently the optimal structure to provide consistent leadership and to maintain the focus required to achieve the Company’s strategic plan and long-term business goals. The NCG Committee and the Board will continue to reevaluate the structure annually.

●

Chair and Chief Executive Officer: Lori Ryerkerk

●

Lead Independent Director: William Brown (since April 2021 and through the 2024 Annual Meeting of Shareholders)

●

All Board committees comprised entirely of independent directors

●

Active engagement by all directors

Duties and Responsibilities of Lead Independent Director

The duties and responsibilities of the Company’s Lead Independent Director are set forth in our Lead Independent Director Policy, which is part of our corporate governance guidelines. The Company’s Lead Independent Director, who is elected annually by the independent directors:

•presides over executive sessions of the independent members of the Board and at meetings of the Board in the absence of, or upon the request of, the Chair;

•approves the scheduling of Board meetings, as well as the agenda and materials for each Board meeting and executive session of the Board’s independent directors, as well as advising on the quality or quantity of information provided to the Board;

•has the authority to call meetings of the Board and such other meetings of the independent directors as he/she deems necessary;

•serves as a liaison and supplemental channel of communication between the independent directors and the Chair/CEO;

•meets regularly with and advises the Chair/CEO;

•communicates with shareholders and other external stakeholders as requested and deemed appropriate by the Board, and speaks on behalf of the Board in circumstances where the Chair is not available;

•interviews director candidates along with the NCG Committee;

•approves and coordinates the retention of advisors and consultants who report directly to the independent members of the Board, except as otherwise required by applicable law or the New York Stock Exchange (“NYSE”) Listing Standards;

•guides the Board’s governance processes concerning the annual Board self-evaluation — which included leading the director interview process in 2023 — and CEO succession planning; and

•when requested by the Chair or the Board, assists the Board in reviewing and promoting compliance with governance principles.

Leadership Structure Determination

At least one executive session of the directors each year includes a review of the Board’s leadership structure and a consideration of whether the position of Chair of the Board should be held by the Chief Executive Officer or an independent director.

Under the Company’s by-laws, the Chair presides over meetings of the Board, presides over meetings of shareholders and performs such other duties as may be assigned by the Board. The Chief Executive Officer is generally in charge of the daily affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board. Lori Ryerkerk currently serves as Chair of the Board and Chief Executive Officer.

The Board has had a Lead Independent Director role for more than a decade. The Lead Independent Director is elected annually, and is generally expected to serve for not more than three to five years. In February 2021, the


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independent directors elected William M. Brown to serve as Lead Independent Director beginning after the 2021 Annual Meeting (held in April 2021), and the independent directors re-elected Mr. Brown as Lead Independent Director to successive annual terms in February 2022, February 2023 and February 2024. Having served as Chair and CEO of L3Harris Technologies and Harris Corporation, two multibillion dollar public companies with thousands of employees, Mr. Brown brings to the Lead Independent Director role high-level executive, operational, risk oversight and corporate governance experience. Mr. Brown has informed us of his decision not to stand for re-election at the 2024 Annual Meeting, given the anticipated responsibilities and time commitment associated with his appointment as the Chief Executive Officer of 3M Company announced on March 12, 2024. The independent directors expect to elect a new Lead Independent Director effective following Mr. Brown’s departure from the Board.

Importantly, all directors play an active role in overseeing the Company’s business both at the Board and committee levels. As set forth in the Company’s corporate governance guidelines, the core responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. The Board, including all of the nine independent nominees, consists of skilled and experienced leaders in business. Many directors currently serve or have served as chief executives or members of senior management of Fortune 1000 companies and/or as senior leaders in top consulting, accounting and law firms. In these prior roles, the independent directors have been called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of management. As such, the independent directors are well-equipped to oversee the success of the business and to provide advice and counsel to our CEO and management.

As part of each regularly scheduled Board meeting, the independent directors meet in executive session without the Chair/CEO present. These meetings allow independent directors to discuss issues of importance to the Company, including the business and affairs of the Company, as well as matters concerning management, without any member of management present. All of our Board committees are chaired by and consist entirely of independent directors.

Director Membership on Other Boards

Each of our directors is expected to have sufficient time and capacity to serve as an effective Board member and to carry out his or her duties to the Company and our shareholders. To this end, our corporate governance guidelines limit the number of other boards on which our directors serve. No director may serve on more than four public company boards including ours without the prior approval of the NCG Committee (but in no event shall a director serve on more than six public company boards). The Board also recognizes the time commitment associated with service as a public company executive officer, and therefore applies a tighter limit to any non-employee director who serves as a CEO or executive of another public company: generally such directors may serve on our Board and the board of their employer. The NCG Committee may approve up to one additional public company board and the full Board may approve additional service for particular directors (up to the previously-stated limit), following consideration of such factors deemed appropriate such as the individual’s role, experience, diversity, background and other leadership positions. To date, neither the NCG Committee nor the Board has exercised this authority to approve additional public company board service. Directors are expected to advise the Board Chair and the NCG Committee Chair in advance of accepting an invitation to serve on another company’s board (private or public).

Recognizing that directors’ responsibilities are increasingly complex and that Board and committee memberships demand significant time commitments, our Board regularly evaluates the other commitments of director candidates during the nomination process, and of its existing directors as part of the annual nomination and Board self-assessment processes to confirm that they can devote the time and energy required to be effective representatives of shareholders’ interests.

Board Meetings in 2023

The Board of Directors held five meetings during 2023 and committees of the Board held a total of 21 meetings. Overall attendance at such meetings was 99%. Therefore all incumbent directors attended at least 75% of the aggregate of (i) meetings of the Board and (ii) meetings of the Board committees on which they served during the fiscal year ended December 31, 2023. In addition, the Board expects directors to attend the annual meeting of


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shareholders absent special circumstances. All of our directors then serving and standing for re-election attended our 2023 Annual Meeting.

Committees of the Board

The Board of Directors has four standing Board committees:

•Audit Committee;

•Compensation and Management Development Committee;

•Nominating and Corporate Governance Committee; and

•Environmental, Health, Safety, Quality and Public Policy Committee.

The following table sets forth our nominees’ membership on our committees as of the date of this Proxy Statement:

Independent Director

Audit Committee

Compensation and Management Development Committee

Environmental, Health, Safety, Quality and Public Policy Committee

Nominating and Corporate Governance Committee

Edward G. Galante

Timothy Go

Kathryn M. Hill

David F. Hoffmeister À

Dr. Jay V. Ihlenfeld

Deborah J. Kissire À

Michael Koenig

Ganesh MoorthyÀ

Kim K.W. Rucker

Lori J. Ryerkerk

Meetings in 2023

Board = 5

£ Chair l Member À Financial Expert

As part of its regular review of committee membership and consideration of committee rotation, in February 2024, the Board approved the following committee changes, to take effect in April 2024:

•Ms. Rucker will join the CMD Committee, rotating off of the Audit Committee;

•Dr. Ihlenfeld will join the Audit Committee, rotating off of the CMD Committee; and

•Ms. Kissire will join the NCG Committee, rotating off of the EHSQPP Committee.


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Information about the current composition and respective roles of each Board committee is set forth on the following pages. For additional information on each committee’s and the full Board’s roles in overseeing our priority sustainability and governance topics, please refer to “Board Oversight — Board Oversight of Sustainability and Governance Matters” below.

Audit Committee

The Company’s Audit Committee (the “Audit Committee”) is currently comprised of Ms. Kissire (chair), Ms. Blackwell, Mr. Hoffmeister, Mr. Moorthy and Ms. Rucker, each of whom the Board has affirmatively determined is independent of the Company and its management under the rules of the NYSE and the SEC. The Board has also determined that Ms. Blackwell, Mr. Hoffmeister, Ms. Kissire and Mr. Moorthy are “Audit Committee Financial Experts” as the term is defined in applicable SEC rules. Each member of the Audit Committee is also “financially literate” as that term is defined by the rules of the NYSE. The complete text of the Audit Committee charter, as last reviewed and approved by the Board of Directors on July 20, 2023, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance.”

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee. The principal purposes of the Audit Committee are to oversee:

•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.

The Audit Committee Charter provides that the Audit Committee may, in its sole discretion and at the Company’s expense, retain legal, accounting or other consultants or experts it deems necessary in the performance of its duties and without having to seek the approval of the Board.

Mr. Hoffmeister serves on the audit committees of three other publicly-traded companies in addition to ours. Our Board has affirmatively determined that Mr. Hoffmeister’s simultaneous service on these other audit committees does not impair his ability to effectively serve on our Audit Committee.

Compensation and Management Development Committee

The Company’s Compensation and Management Development Committee (the “CMDC”) is currently comprised of Mr. Galante (chair), Mr. Brown, Ms. Hill, Dr. Ihlenfeld and Mr. Koenig. The Board has determined that all members of the CMDC are independent under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and applicable NYSE listing standards. The complete text of the CMDC charter, as last reviewed and approved by the Board of Directors on July 20, 2023, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance.” A description of the CMDC’s processes and procedures for determining executive compensation and the roles of management and the compensation consultant in determining or recommending the amount and form of compensation is more fully described in “Compensation Discussion and Analysis.”

The principal purposes of the CMDC are to:

•review and approve the compensation of the Company’s executive officers, including the CEO;

•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;


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•oversee the development and implementation of succession plans for the CEO and the other key executives; and

•oversee and review the Company’s strategies and policies in the areas of human capital management, including talent development, diversity, equity and inclusion.

The CMDC charter provides that the CMDC may, in its sole discretion and at the Company’s expense, retain legal, accounting or other consultants or experts, including but not limited to compensation consulting firms, that the CMDC deems necessary in the performance of its duties.

During 2023, the CMDC retained Willis Towers Watson PLC (“WTW”), as its independent outside compensation consultant to advise the CMDC on executive officer compensation matters. See “Role of the CMDC’s Independent Compensation Consultant” for additional information.

Nominating and Corporate Governance Committee

The Company’s NCG Committee is currently comprised of Ms. Rucker (chair), Ms. Blackwell, Mr. Brown, Mr. Hoffmeister and Mr. Moorthy. The complete text of the NCG Committee charter, as last reviewed and approved by the Board of Directors on July 20, 2023, and our corporate governance guidelines, as last reviewed and approved by the Board of Directors on July 20, 2023, are available on our website, https://investors.celanese.com, by clicking “Corporate Governance.”

The principal purposes of the NCG Committee are to:

•identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies;

•review and recommend independent 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;

•recommend to the Board nominees for the committees of the Board; and

•review and assess our Board’s and the committees’ structure for overseeing environmental, social, governance and sustainability matters; review and oversee our strategy and processes for public reporting on environmental, social, governance and sustainability matters; and oversee our and our political action committee’s political engagement initiatives.

The NCG Committee charter provides that the NCG Committee may, in its sole discretion and at the Company’s expense, retain legal, accounting and other consultants or experts, including but not limited to leadership search firms, the NCG Committee deems necessary in the performance of its duties, including in its process of identifying director candidates.

During 2023, WTW, as independent outside compensation consultant, advised the NCG Committee on non-employee director compensation matters.


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Environmental, Health, Safety, Quality and Public Policy Committee

The Company’s Environmental, Health, Safety, Quality and Public Policy Committee (the “EHS Committee”) is currently comprised of Ms. Hill (chair), Mr. Galante, Mr. Go, Dr. Ihlenfeld, Ms. Kissire and Mr. Koenig. The EHS Committee assists the Board in fulfilling its oversight duties regarding, while Company management retains responsibility for assuring compliance with, applicable environmental, health, safety and cybersecurity laws and regulations. The complete text of the EHS Committee charter, as last reviewed and approved by the Board of Directors on July 20, 2023, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance.”

The principal purposes of the EHS Committee are to:

•oversee the Company’s policies and practices concerning environmental, health, safety, and cybersecurity issues and the production and provision of safe and quality products;

•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.

Board Oversight

Shareholders elect the Board to oversee management and to serve shareholders’ long-term interests. Management is responsible for delivering on our strategy, creating our culture, creating and delivering innovative products and services, establishing accountability, and controlling risk. The Board and its committees work closely with management to balance and align strategy, risk, corporate social responsibility, and other areas while considering feedback from shareholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board and its committees, and management. To support that dialogue, the Board and its committees have access to, receive presentations from, and conduct regular meetings with the senior leadership team, other business and function leaders, subject matter experts, the Company’s enterprise risk management and internal audit functions, and external experts and advisors.

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy. As Celanese continues to transform and expand its business, the Board works with management to respond to a dynamically changing environment. At least quarterly, the CEO, the senior leadership team, and leaders from across the Company provide detailed business and strategy updates to the Board. At least annually, the Board conducts a more in-depth review of the Company’s overall strategy, including critical issues, risks and opportunities. At all of these reviews, the Board engages with the senior leadership team and other business leaders regarding business objectives, the competitive landscape, economic trends, environmental and sustainability goals and investments, public policy and regulatory developments and other critical issues. At meetings occurring throughout the year, the Board also assesses integration efforts, potential acquisitions and divestitures, the Company’s operating and capital plan, and performance and alignment to our strategy. The Board looks to the focused expertise of its committees to inform strategic oversight in their areas of focus. Members of senior management are available to discuss the Company’s strategy, plans, results and issues with the Board committees and the Board, and regularly attend such meetings to provide periodic briefings and access to management. In addition, the Audit Committee regularly holds separate executive sessions with the lead client service partner of our independent registered public accounting firm, the Chief Financial Officer, the internal auditor, the Chief Compliance Officer and other members of management as appropriate.

Board Oversight of Sustainability and Governance Matters

We recognize that our success is defined by multiple groups of stakeholders – investors, customers, employees, and


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communities – and this recognition is reflected in our efforts to promote safety and protect our environmental resources as a responsible corporate citizen.

Our CEO Lori Ryerkerk affirmed the need to build the next generation of sustainability efforts for the Company and formed in 2019 what is now the Celanese Sustainability Council. Our Sustainability Council is a cross-functional team of senior leaders from each region who develop, make recommendations to management and implement a sustainability strategy on topics significant to Celanese’s long-term success.

The Sustainability Council meets quarterly to form recommendations to senior leadership on key sustainability program strategy and implementation of sustainability-related projects. For example, the Sustainability Council has made recommendations on reporting, target-setting and further development of key KPIs and has led the publication of the Company’s comprehensive Sustainability Reports, the most recent of which is available at sustainability.celanese.com.

The Board of Directors and its committees have conducted an in-depth review of their approach to overseeing sustainability and governance topics most significant to Celanese (our priority topics). In April 2021, our Board agreed on a strengthened and clarified framework for overseeing priority sustainability matters by aligning a specific committee or the full Board to each, and regularly refines this framework. The diagram below illustrates primary Board or committee oversight responsibility by topic.

Public Shareholders

Board of Directors

Public Policy and Regulatory Issues

Enterprise Climate Policy and Strategy

Charitable Giving / Volunteerism

CEO Succession Planning

Audit Committee

CMD Committee

NCG Committee

EHS Committee

Compliance and Business Conduct Policy

Talent and Leadership Development, including Succession

Board Composition, Independence, Refreshment and Sustainability Oversight Approach

Environmental Policies

Process Sustainability

Financial Risk

Workforce, Process and Chemical Safety

Corporate Integrity

Executive Compensation and Performance

Shareholder Rights

Sustainability Metric Reporting

Supply Chain Risk

Diversity, Equity and Inclusion

Product Quality

Political Engagement / PAC Oversight

Greenhouse Gas Reduction in Manufacturing Processes

Pay Equity

Cybersecurity

Celanese Executive Leadership

Celanese Sustainability Council

Consists of cross-functional and regional senior leaders, and includes the chairs of our ten expert committees. The Council is responsible for recommending and monitoring progress against goals, metrics, and KPIs.


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Our Board regularly reviews the areas of responsibility of its committees, including through an annual review of its Committee Charters and our Corporate Governance Guidelines, and includes as part of those reviews sustainability topics that are most significant to Celanese. In 2022, the Board determined the EHS Committee was well-positioned to oversee our cybersecurity efforts, and allocated that priority topic to such Committee as described in “Board Oversight of Risk — Highlight on Oversight of Cybersecurity Risk and Data Privacy.” The Company and the Board also receive feedback from shareholders on sustainability issues through our shareholder outreach program and through communication from shareholders. See “Shareholder Engagement” below.

For highlights of some of our most significant recent progress on key sustainability initiatives, please see “Sustainability Highlights” in the forepart of this Proxy Statement.

Board Oversight of Risk

Effective risk management is critical to Celanese’s ability to achieve its strategy and sustainability goals. The Board oversees management in exercising its responsibility for managing risk, considering our robust framework of policies, procedures, and processes to anticipate, identify, assess, prioritize, and mitigate risks across the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the committees of the Board and the Board as a whole participate in the oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process, reviewing and monitoring management’s execution of the strategy and business plan, and selected risk areas, including cybersecurity. Each Board committee is responsible for oversight of specific risk areas relevant to their respective committee charter. The oversight responsibility of the Board and the Board committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks. In addition, the directors identify risks through the Board and committee self-assessment process and hear from a range of outside advisors and experts regarding trends and emerging risks. The Board further recognizes that risk management and oversight comprise a dynamic and evolving process and reviews the enterprise risk model and process periodically. On a regular basis, the Board and its committees engage with management, including the Chief Compliance Officer, who reports to the General Counsel, on risk as part of broad strategic and operational discussions which encompass interrelated risks, as well as on a risk-by-risk basis.

The Board executes its oversight responsibility directly and through its committees. It delegates oversight of some risks to efficiently allocate them to appropriate committees with related subject matter focus while retaining oversight of risks that require broader Board attention. Because many risks are dynamic, interrelated, and applicable across subject matter and company goals, the Board may continue to oversee such risks in addition to delegating some oversight to a committee.

Committees discuss the Company’s risk exposures with management, the internal audit executive and the independent external auditor in an iterative risk assessment process. Results of risk audits are routinely reported to leadership and the Audit Committee, which regularly reports back to the Board. Some examples of risks overseen by committees and the Board are:

•The Audit Committee regularly reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, internal control over financial reporting, disclosure controls and procedures, tax, balance sheet, investment, and other financial risks, as well as the Company’s financial position and financial activities. The Audit Committee also oversees the Company’s compliance program.

•The CMDC oversees compensation programs, policies and practices and their effect on risk-taking by management. See “Compensation Risk Assessment” for additional information.

•The NCG Committee oversees the governance framework and structure as well as other corporate governance matters, including oversight of the annual Board and committee self-assessment process, and is charged with developing and recommending to the Board corporate governance principles and policies and Board committee structure, leadership and membership.

•The EHS Committee oversees certain risks related to environmental, process and product safety, quality and cybersecurity matters, as well as certain operational and reputational issues related to those matters.


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•The full Board oversees the enterprise risk process that management implements and reviews risks associated with it.

•The full Board and the CMDC address issues and risks associated with diversity, equity and inclusion, human capital management and management succession.

•The full Board and the EHS Committee oversee cybersecurity risk.

Each of the Board committees is required to make regular reports of its actions and any recommendations to the Board with respect to risk management, including recommendations to assist the Board with its overall risk oversight function. In addition, an annual report of enterprise risks, which undergoes a comprehensive review using strategic, operational, financial, compliance and IT risk themes, is delivered to the Board. This approach to risk oversight does not affect the Board’s leadership structure.

Each of our directors has substantial experience managing and overseeing risk for complex, international organizations that they leverage while serving on our Board. For example, Ms. Ryerkerk’s experience as our Chief Executive Officer, Mr. Go’s experience as chief executive officer of HF Sinclair Corporation, Mr. Koenig’s experience as chief executive officer of Nobian Industrial Chemicals and Mr. Moorthy’s experience as chief executive officer of Microchip Technology Incorporated each necessitate risk management and oversight on a daily basis. The extensive chemical industry leadership experience shared by Mr. Galante, Mr. Go, Dr. Ihlenfeld and Ms. Ryerkerk, as well as Ms. Hill’s and Mr. Moorthy’s leadership experience in technology, allow each of them to understand and address key risk-related issues unique to our industry and the Company. Risk management was an active component of Mr. Hoffmeister’s responsibilities as chief financial officer for Life Technologies and Ms. Kissire’s senior leadership positions with Ernst & Young LLP. Finally, the management, leadership, accounting and legal backgrounds of Ms. Kissire and Ms. Rucker give them unique perspectives with recognizing and advising on a broad array of issues affecting corporate risk.

Highlight on Oversight of Human Capital Management

The Board, the CMDC, and the EHS Committee engage with the senior leadership team and human resources executives on a regular basis across a broad range of human capital management issues. Celanese is focused on creating a respectful, safe, rewarding, diverse, and inclusive work environment that allows our people to build meaningful careers. The success of these human capital management objectives is important to the fulfillment of our strategy, and the Board works with management to provide oversight on matters including culture, succession planning and development, compensation, benefits, employee recruiting and retention, diversity, equity and inclusion and respectful workplace. Additionally, each year, the CMDC evaluates management’s annual assessment of risk related to our compensation policies and practices. The Board and the CMDC work with the CEO and the Senior Vice President and Chief Human Resources Officer to review CEO and senior executive succession plans, including considering the qualifications and experience of potential leadership candidates. For more detail please see “Compensation Discussion and Analysis — CD&A Highlights — Human Capital Development.”

Highlight on Oversight of Cybersecurity Risk and Data Privacy

Cybersecurity protection and data privacy are important to maintaining our proprietary information and the trust of our customers, suppliers and employees. We recognize the importance of securing our data and information systems from potential cybersecurity and data privacy incidents. The Board and the EHS Committee together oversee the Company’s management of cybersecurity risk, reflecting the Board’s view of the benefits of having a dedicated subset of directors involved in oversight of a range of cybersecurity issues. Management bears primary responsibility for assessing and managing cybersecurity risks and provides quarterly updates to the EHS Committee and the Board on the Company’s cybersecurity policies and performance, among other cybersecurity topics such as recent incidents throughout the industry and the emerging threat landscape.

We utilize a cybersecurity risk management program based on the NIST Cybersecurity Framework that is regularly assessed by a third party cybersecurity consultant, we perform penetration tests and vulnerability assessments with third-party advisors, and we have a third-party risk management program to manage risks related to use of third-party information technology and software. In 2021, we launched a comprehensive cybersecurity awareness course


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in our learning management system covering key topics such as identifying workplace cyber hazards and attacks. In 2022, we added updated content monthly in multiple languages. Our separate CyberSAFE and Data Privacy intranets are each a one-stop for quick and consumable content to help employees identify and avoid cybersecurity and data privacy risks, respectively, as well as report incidents.

To protect the Company, we maintain cyber/information security insurance.

Highlight on Oversight of Climate Risk

Climate risk has the potential to impact many aspects of the Company’s strategy, so the Board has determined to retain oversight of the Company’s climate policy and strategy as a whole and has delegated to its Committees specific aspects of managing climate risk as described below.

The Company has set meaningful environmental goals to reach by 2030, including a 30% reduction in Scope 1 and 2 greenhouse gas emissions intensity, 10% reduction in net energy intensity, 10% reduction in water consumption intensity, and 15% reduction in waste disposal intensity, as described in “Sustainability Highlights” in the forepart of this Proxy Statement. Each goal requires significant input from all areas of the Company to focus the Company on achieving it and reporting accurate data to monitor progress and opportunity. The NCG Committee oversees the process by which the Company reports on these and other metrics.

Climate risk can include related financial and compliance risk. Management updates the Audit Committee and EHS Committee on the regulatory landscape and continued compliance activities supporting the Company’s increased focus on environmental sustainability. The EHS Committee oversees management’s greenhouse gas reduction efforts and the sustainability-related investments in the Company’s manufacturing and production processes, such as carbon capture and use at our Clear Lake site. The Board guides and receives reports on our product strategies to support our customers’ sustainability goals, such as light-weighting products and producing from bio-based sources.

Highlight on Oversight of Strategic Transactions

The full Board is responsible for overseeing Celanese’s strategic acquisition, integration and divestiture processes, which supports alignment with our strategic objectives, provides accountability across transactions, and enables insight for future transactions. Our individual directors have extensive negotiation, acquisition, integration, strategic optimization and other business combination experience that allows them to constructively engage with management and effectively evaluate transactions for alignment with our strategy and culture. For example, Messrs. Hoffmeister, Moorthy and Go and Ms. Rucker have significant experience planning and integrating multiple acquisitions and transformational transactions during their respective current or prior roles, which helps them provide valuable guidance on how to develop and implement strategies for growing our business.

While management is charged with identifying potential acquisition targets and divestiture opportunities, executing transactions, and managing integration or carve-outs, our Board’s oversight extends to each phase of this process. Management and the Board regularly discuss potential acquisitions and value-unlocking divestitures of all sizes and degrees of complexity and their role in the Company’s overall business strategy. These discussions include transactions in process and potential future transactions, focusing on valuation, strategic risk, and (for acquisitions) potential synergies with our businesses and strategy. When management considers potentially significant acquisitions or divestitures, the Board receives an increased level and frequency of updates and discusses with management a broad range of matters, including negotiations, due diligence findings, valuation, tax impacts, integration or carve-out planning, talent retention, environmental and other risks, and regulatory impacts. Throughout the transaction process, the Board has access to the senior leadership team, appropriate business leaders, subject matter experts, and external advisors. For acquisitions, the Board also receives regular updates and provides feedback on ongoing integration, operational success, and financial performance of our completed acquisitions (including the M&M Acquisition), which allows the Board to provide oversight and to identify trends and opportunities across transactions and over time.


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Shareholder Engagement

The Board believes that responsiveness to shareholders is a mark of good governance and critical to the Company’s success. To that end, we actively engage with shareholders on a variety of topics throughout the year to address their questions and concerns, to seek input and to provide perspectives on Company policies and practices.

During 2023 and early 2024, these conversations focused significantly on environmental matters, in particular a sharing of perspectives on mitigating climate change risk and our progress towards certain external disclosures. Recent actions and progress is described in “Sustainability Highlights” in the forepart of this Proxy Statement and additional information can be found in our 2022-2023 sustainability report, Sustainability: the Center of the Equation.


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

In addition to this direct engagement, the Company has instituted a number of complementary mechanisms that allow shareholders to effectively communicate a point of view with the Board, including:

•a dedicated annual meeting page on our website (see page 99);

•a majority voting standard for the election of directors (see page 24);

•an annual advisory vote to approve executive compensation (see page 52);

•annual election of directors (see page 24);

•proxy access (see page 24);

•commitment to thoughtfully consider shareholder proposals submitted to the Company (see page 103); and

•providing shareholders a means for direct communications to individual directors, a Board committee or the entire Board (see page 102).

Additional Governance Matters

As a global company, Celanese must not only meet a breadth of varying local, state and regional regulations, but also be mindful of possible social and political conflicts. We understand the role corporate governance plays in maintaining our goal to act in accordance with our values.

Celanese’s Board of Directors is composed of a diverse group of leaders with experience at major domestic and international companies. They have worked in key market sectors that reflect our customer base and have sound


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 37

Governance

financial and governance expertise. Their experience provides an understanding of business strategies and impacts, as well as challenges and risks. We encourage our directors to participate in, and we offer reimbursement for, director education programs to stay abreast of evolving governance, regulatory, and other issues. Nine of our ten nominees are independent, four out of ten are gender diverse and three out of ten are racially or ethnically diverse. Copies of our committee charters and other governance documents are available on our website, https://investors.celanese.com.

Governance and Compensation Best Practices

Celanese is committed to strong corporate governance and compensation practices that promote the long-term interests of shareholders, strengthen board and management accountability and help build public trust in the Company. Examples are listed on page 54.

Political Engagement Policy

Although Celanese does not engage in any direct political contributions, the Company strives to offer fair, thoughtful and transparent educational advocacy programs to acquaint elected officials about the work we do, the jobs we create and the people behind the innovative solutions we produce. Eligible company employees can participate in a voluntary, nonpartisan political action committee called the Celanese Political Action Committee (“CELPAC”). CELPAC supports candidates for federal, state and local office in the U.S., representing both major U.S. political parties, that advocate and pursue government policies that promote the Company’s interests. CELPAC is governed by a Board of Directors who regularly evaluates the merits of donations to candidates to align those donations with the Company’s goals. For our full political engagement policy and for a list of political contributions, please go to https://www.celanese.com/legal/political-engagement-policy/.

Code of Conduct

The Company has adopted a code of business conduct applicable to directors, executive officers and all other employees. Our employees, suppliers and customers can ask questions about our code of conduct and other ethics and compliance issues, or report potential violations, through Navex, a global Internet and telephone information and reporting services company. The code of conduct is available on our compliance website, http://compliance.celanese.com, by clicking “Business Conduct Policy.” In the event the Company amends certain provisions of the code of conduct or waives any of the provisions of the code of conduct applicable to our directors or executive officers, the Company intends to disclose these actions on the Company’s website to the extent required by SEC or NYSE rules.

No Hedging, No Pledging and Anti-Short Sale Policies

The Company's hedging policy prohibits directors, executive officers and all employees of the Company and its subsidiaries from engaging in any transaction, acquiring any financial instrument, or entering into any derivative contract, directly or indirectly (including through any designee), that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of any securities of the Company, including Common Stock, held directly or indirectly by any such person. The policy applies to all securities of the Company held by such a person, including securities not acquired as compensation. The hedging policy indicates that prohibited hedging may include put options, call options, forward sale contracts, prepaid variable forward contracts, equity swaps, collars and exchange funds.

The Company's pledging policy prohibits directors and executive officers from pledging Common Stock, including holding Common Stock in a margin account. Directors and executive officers are also prohibited from engaging in short sales related to Common Stock.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 38

Governance

Director Compensation

Director Compensation Process

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and shareholders in enhancing the value of our Common Stock.

The Board reviews director compensation at least annually based on recommendations by the NCG Committee. The NCG Committee has the sole authority to engage a consulting firm to evaluate director compensation and since 2017 has engaged WTW to assist in setting director compensation. The NCG Committee reviews director compensation taking into account multiple factors, including pay practices and trends at publicly traded companies (including companies in our compensation peer group and surveys of S&P 500 compensation data), continued expansion of director, committee chair and lead director responsibilities, and the time commitment of Board and Committee service. The NCG Committee and the Board base their determinations on director compensation on recommendations from WTW and these factors. In (and effective) February 2023, based on these considerations and in recognition of the expanded size and complexity of the Company following the closing of the M&M Acquisition, the Board approved an updated to non-employee director compensation package, which is described below.

Director Compensation in 2023

The Company uses both cash and equity-based compensation to attract and retain qualified directors to serve on our Board of Directors, as follows:


Director Compensation Component			Amount
Annual Awards
Annual cash retainer (paid quarterly)			$125,000
Annual time-based restricted stock units (“RSU”)(one-year vesting)			$175,000
Incremental Awards for Board Leadership
Annual cash fee for chair: (i) Nominating and Corporate Governance Committee, and (ii) Environmental, Health, Safety, Quality and Public Policy Committee			$15,000
Annual cash fee for chair: Compensation and Management Development Committee			$20,000
Annual cash fee for chair: Audit Committee			$25,000
Annual cash fee for Lead Independent Director			$35,000

Newly-elected directors receive a pro-rata equity award for a partial year of service. In addition to the above, Directors are reimbursed for expenses incurred in attending board, committee and shareholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. We generally do not provide perquisites to our directors, other than small gifts provided at Board meetings and upon retirement. Occasionally, a director may use Company-provided aircraft for travel to Board meetings.

U.S. non-management directors are entitled to participate in the Company’s 2008 Deferred Compensation Plan (“2008 Deferred Plan”), which is an unfunded, nonqualified deferred compensation plan that allows directors the opportunity to defer all or a portion of their cash compensation and RSUs in exchange for a future payment amount equal to their deferments plus or minus certain amounts (including dividend equivalents) based on the market performance of specified measurement funds selected by the participant. Deferrals by directors under the 2008 Deferred Plan, including deferrals of RSUs, do not receive above-market earnings. Directors Blackwell, Brown, Galante, Hill, Ihlenfeld, Kissire and Rucker were the only directors that made contributions to, or had balances in, this plan during 2023.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 39

Governance

2023 Director Compensation Table

The table below is a summary of compensation earned and RSUs granted by the Company to non-management directors for the fiscal year ended December 31, 2023.


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

(1)Ms. Ryerkerk is not included in this table because she was an employee of the Company during 2023 and received no compensation for her services as a director. Mr. Go is not included in this table because he became a director in February 2024. Mr. Ghai did not stand for re-election at the 2023 Annual Meeting of Shareholders and departed the Board thereafter, due to his responsibilities preparing GE Aerospace — where he served and serves as Chief Financial Officer — to become a standalone independent public company.

(2)Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective independent directors, as applicable.

(3)Represents the grant date fair value of 1,777 RSUs granted to each current non-management director (525 RSUs granted to Mr. Moorthy in December 2023, which included a prorated amount of RSUs for time served from his December 1, 2023 election date through May 2024) in May 2023 under the Amended and Restated 2018 Global Incentive Plan (the “2018 GIP”). The fair value of RSUs granted to our non-management directors as part of the annual award was calculated to be $98.46 per RSU ($138.74 for Mr. Moorthy), which reflects the average of the high and low market price of our Common Stock as reported by the NYSE on the applicable grant date discounted for lack of dividend participation. As of December 31, 2023, each current non-management director listed in the table owned 1,777 RSUs, except Mr. Moorthy who owned 525 RSUs.

Director Stock Ownership Guidelines

The Board of Directors considers Common Stock ownership by directors to be of utmost importance. The Board believes such ownership enhances the commitment of directors to our future and aligns their interests with those of our other shareholders. The Board has therefore established minimum stock ownership guidelines for non-employee directors that require each director to own Common Stock having a value of at least five times his or her base annual cash retainer of $125,000. Each newly elected director has five years from the year elected to reach this ownership level. During the five-year period, a director may not sell more than 50% of the shares received as compensation. As of the computation date, December 31, 2023, all of our then current non-employee directors had attained the minimum stock ownership levels based on their holdings except for four of our directors who have joined the Board within the last five years. Each of these directors is on-track for compliance by their respective compliance dates.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 40

Governance

Director Independence and Related Person Transactions

Director Independence

The listing standards of the NYSE require companies listed on the NYSE to have a majority of “independent” directors. As noted below, all of our directors, other than our Chief Executive Officer, are independent or were independent during the period they served on the Board.

The Board of Directors has adopted standards of independence for directors that are set forth in Exhibit A to the Company’s corporate governance guidelines. The Board reviews and determines the independence of each of the directors in accordance with these standards. The full text of the corporate governance guidelines is available on our website, https://investors.celanese.com, by clicking “Corporate Governance.” These standards incorporate all of the requirements for director independence contained in the NYSE listing standards. The NYSE listing standards generally provide that a director is independent if the Board affirmatively determines that the director has no material relationship with the Company directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In addition, a director is not independent if certain other relationships exist.

The Board, based on the recommendation of the NCG Committee, affirmatively determined that 11 of our current directors, Ms. Blackwell, Mr. Brown, Mr. Galante, Mr. Go, Ms. Hill, Mr. Hoffmeister, Dr. Ihlenfeld, Ms. Kissire, Mr. Koenig, Mr. Moorthy and Ms. Rucker are independent of the Company and its management under the NYSE listing standards and the Company’s director independence standards. Ms. Ryerkerk, our CEO, is the only current director who is not independent. Former director Mr. Ghai was independent during the period he served on our Board.

In addition, in compliance with the NYSE listing standards, we have an Audit Committee, a Compensation and Management Development Committee and a Nominating and Corporate Governance Committee that are each entirely composed of independent directors. Each of these committees have written charters addressing the respective committee’s purpose and responsibilities and the annual evaluation of the performance of these committees.

The Company in the normal course of business has been a party to transactions with other entities (or their subsidiaries) where certain of our directors are themselves either directors or officers. When making the Board’s director independence determination, the Board was aware of, and considered, the relationships listed below. All of the business relationships noted below were entered into on standard pricing and terms and arose in the ordinary course of our business. The amounts involved in each relationship did not exceed, in any of the last three fiscal years the greater of $1,000,000 or 2% of the other entity’s consolidated gross revenues. As a result, each qualified under a categorical standard of independence that the Board previously approved and none of the relationships were otherwise deemed to be a material relationship that impaired the director’s independence.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 41

Governance

Director

Organization

Director’s Relationship
to Organization

Type of Transaction, Relationship or Arrangement

Does the Amount Exceed the Greater of $1 million or 2% of either company’s Gross Revenues?

Jean S. Blackwell

Ingevity Corporation and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to Ingevity

Johnson Controls International plc and its subsidiaries and affiliates

Director

Business Relationship - Routine purchases from Johnson Controls

William M. Brown

Becton, Dickinson and Company and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to Becton, Dickinson

Edward G. Galante

Clean Harbors and its subsidiaries and affiliates

Director

Business Relationship - Routine purchases from Clean Harbors

Timothy Go

HF Sinclair Corporation

Chief Executive Officer

Business Relationship - Routine purchases from HF Sinclair

Kathryn M. Hill

Moody’s Corporation and its subsidiaries and affiliates

Director

Business Relationship - Routine purchases from Moody’s

David F. Hoffmeister

Glaukos Corporation and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to Glaukos

Dr. Jay V. Ihlenfeld

Ashland, Inc. and its subsidiaries and affiliates

Director(1)

Business Relationship - Routine sales to, and purchases from, Ashland

Deborah J. Kissire

Axalta Coating Systems Ltd. and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to Axalta

Michael Koenig

Nobian Industrial Chemicals B.V. and its subsidiaries and affiliates

Chief Executive Officer

Business Relationship - Routine purchases from Nobian

Symrise AG and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to Symrise

Kim K.W. Rucker

HP Inc. and its subsidiaries and affiliates

Director

Business Relationship - Routine purchases from HP

Lori J. Ryerkerk

Eaton Corporation Plc and its subsidiaries and affiliates

Director

Business Relationship - Routine sales to, and purchases from, Eaton

(1) Dr. Ihlenfeld departed the board of Ashland, Inc. in January 2024.

There are no family relationships among our directors or executive officers.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 42

Governance

Certain Relationships and Related Person Transactions

The Board of Directors has adopted a written policy regarding related person transactions (the “Related Party Transaction Policy”). For purposes of SEC rules and such policy, an interested transaction is a transaction or relationship in which the aggregate amount involved exceeds or may reasonably be expected to exceed $120,000 since the beginning of the Company’s last fiscal year, the Company or any of its subsidiaries is a participant, and any related party has or will have a direct or indirect material interest in the transaction or relationship. A related party is any person who is or was during the last fiscal year an executive officer; director or nominee for election as a director; a greater than 5 percent beneficial owner of our Common Stock; or an immediate family member of any of these persons. Compensation paid to our named executive officers is not treated as an interested transaction under the Related Party Transaction Policy to the extent that it is disclosed as compensation in this Proxy Statement. In addition, a related party would not be deemed to have a “material interest” in a transaction simply due to such person’s position as a director of the other party in the transaction or, in the case of simply being an employee of the other party to the transaction, if the aggregate amount involved in the subject year does not exceed the greater of $1,000,000 or 2% of that party’s annual revenues.

The Audit Committee reviews the material facts of all interested transactions that meet the requirements discussed above and therefore require the Audit Committee’s approval and either approves or disapproves of the entry into the interested transaction. In determining whether to approve an interested transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Audit Committee may not approve any interested transaction if it determines the interested transaction to be inconsistent with the interests of the Company and the shareholders.

In addition, the Audit Committee has delegated to the chair of the Audit Committee the authority to approve any interested transaction with a related party (other than the chair or an immediate family member of the chair) in which the aggregate amount involved is expected to be less than $2,000,000. In connection with regularly scheduled meetings of the Audit Committee, the Company provides the Audit Committee for its review, a summary of each new interested transaction that was approved by the chair of the Audit Committee. No director may participate in any discussion or approval of an interested transaction for which he or she is a related party, except that the director is required to provide all material information concerning the interested transaction to the Audit Committee.

No interested transactions were approved or ratified or, to our knowledge, required to be approved or ratified, during 2023.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 43

Stock Ownership Information

STOCK OWNERSHIP INFORMATION

Principal Shareholders and Beneficial Owners

The following table sets forth information with respect to the beneficial ownership of Common Stock as of March 1, 2024, by (i) each person known to the Company to beneficially own more than 5% of our Common Stock; (ii) each of the Company’s present directors, including those nominated for election at the Annual Meeting; (iii) the Company’s named executive officers ; and (iv) all present directors and executive officers of the Company as a group. The percentage of beneficial ownership set forth below is calculated in accordance with SEC Rules and is based on the number of shares of Common Stock outstanding and entitled to vote as of March 1, 2024, which was 111,317,092.


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

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


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 44

Stock Ownership Information


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

*Less than 1% of shares.

(1)Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through the vesting of RSUs or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.

(2)Reflects rights to acquire shares of Common Stock within 60 days of March 18, 2024, and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options, granted under the 2018 GIP, that have vested or will vest within 60 days of March 18, 2024, and (ii) the vesting of RSUs granted under the 2018 GIP within 60 days of March 18, 2024. Does not include units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 9,038 equivalent shares, Mr. Brown – 12,864 equivalent shares, Mr. Galante – 6,625 equivalent shares, Ms. Hill – 2,122 equivalent shares, Dr. Ihlenfeld – 9,968 equivalent shares, Ms. Kissire – 2,919 equivalent shares, and Ms. Rucker – 6,418 equivalent shares.

(3)On February 9, 2024, Capital Research Global Investors (“CRGI”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 14,809,178 shares of Common Stock as of December 29, 2023, with sole voting power over 14,807,442 shares and sole dispositive power over 14,809,178 shares. The address of CRGI is 333 South Hope Street, 55th Floor, Los Angeles, Los Angeles, CA 90071.

(4)On February 13, 2024, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 10 to Schedule 13G with the SEC reporting beneficial ownership of 13,077,014 shares of Common Stock as of December 29, 2023, with shared voting power over 130,381 shares, sole dispositive power over 12,662,262 shares and shared dispositive power over 414,752 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(5)On February 9, 2024, Capital International Investors (“CII”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 11,409,403 shares of Common Stock as of December 29, 2023, with sole voting power over 11,310,284 shares and sole dispositive power over 11,409,403 shares. The address of CII is 333 South Hope Street, 55th Floor, Los Angeles, Los Angeles, CA 90071.

(6)On February 9, 2024, Wellington Group Holdings LLP (“Wellington”) filed Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership of 8,529,064 shares of Common Stock as of December 29, 2023, with shared voting power over 8,227,645 shares and shared dispositive power over 8,529,064 shares. The address of Wellington is 280 Congress Street, Boston, MA 02210.

(7)On February 13, 2024, Dodge & Cox filed Amendment No. 14 to Schedule 13G with the SEC reporting beneficial ownership of 6,849,327 shares of Common Stock as of December 31, 2023, with sole voting power over 6,399,052 shares and sole dispositive power over 6,849,327 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(8)On January 31, 2024, BlackRock, Inc. (“BlackRock”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 6,669,513 shares of Common Stock as of December 31, 2023, with sole voting power over 5,929,609 shares and sole dispositive power over 6,669,513 shares. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.

(9)On February 9, 2024, Capital World Investors (“CWI”) filed a Schedule 13G with the SEC reporting beneficial ownership of 6,239,478 shares of Common Stock as of December 29, 2023, with sole voting power over 6,188,177 shares and sole dispositive power over 6,239,478 shares. The address of CWI is 333 South Hope Street, 55th Floor, Los Angeles, Los Angeles, CA 90071.

(10)Listed alphabetically. To our knowledge and subject to applicable community property rules, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

(11)Includes beneficial ownership of Common Stock by Ms. Duffie and Mr. Richardson, of 531 and 583 equivalent shares, respectively, in the Celanese Stock Fund under the CARSP as of March 1, 2024. Ms. Duffie and Mr. Richardson have the ability to direct the voting of the Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

(12)Ms. Ryerkerk also serves as a director and her ownership information is set forth under “Named Executive Officers.”

(13)Does not include beneficial ownership by Ms. Puckett who was not an executive officer as of March 1, 2024.

(14)Does not include an estimated 240,586 PRSUs (at target) held as of March 1, 2024 by our named executive officers and other executive officers, which are subject to future performance and vesting conditions and therefore does not represent rights to acquire shares of Common Stock within 60 days of March 18, 2024.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 45

Stock Ownership Information

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers (as defined) and persons who own more than ten percent of our Common Stock, to file with the SEC reports of their ownership and changes in their ownership of Common Stock. Based solely on a review of such filed reports or written representations from our directors and officers that all reportable transactions were reported, the Company believes, to the best of its knowledge, that for the year ended December 31, 2023, all Section 16 filing requirements applicable to its directors, officers and greater than ten-percent shareholders were complied with except that a single report for each of directors Blackwell, Brown, Galante, Hill, Ihlenfeld, Kissire and Rucker reflecting deferral into phantom stock of the first quarter dividends received on existing stock (but no transactions in ownership) was filed late.

Securities Authorized for Issuance Under Equity Compensation Plans

The following information is provided as of December 31, 2023 with respect to equity compensation plans:


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
	(a)		(b)			(c)
Equity compensation plans approved by security holders	1,264,104	(1)	$	116.93	(2)	16,679,256	(3)
Equity compensation plans not approved by security holders	—		$	—		—
Total	1,264,104		$	116.93		16,679,256

(1)Includes 236,101 stock options and 1,028,003 restricted stock units ("RSUs") granted under the 2018 GIP, including shares that may be issued pursuant to outstanding performance-based RSUs, assuming target performance; actual shares issued may vary, depending on actual performance. If the performance-based RSUs included in this total vest at the maximum performance level (as opposed to target potential performance), the aggregate RSUs outstanding would be 1,465,047. Also includes 46,808 share equivalents attributable to RSUs deferred by non-management directors under the Company's 2008 Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 2018 GIP. Upon vesting, a share of the Company's Common Stock is issued for each RSU.

(2)Reflects the weighted-average exercise price of stock options granted under the 2018 GIP that were outstanding as of December 31, 2023. RSUs reflected in column (a) are not reflected in this amount because they do not have an exercise price.

(3)Includes shares available for future issuance under the 2018 GIP and the Celanese Corporation 2009 Employee Stock Purchase Plan approved by shareholders on April 23, 2009 (the "ESPP"). As of December 31, 2023, an aggregate of 3,264,758 shares were available for future issuance under the 2018 GIP and 13,414,498 shares of our Common Stock were available for future issuance under the ESPP. As of December 31, 2023, 585,502 shares have been issued under the ESPP.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 46

Audit Matters

AUDIT MATTERS

Audit Committee Report

As of the date indicated below, the Audit Committee is composed of five independent directors, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the external reporting process and the Company’s internal controls. The Audit Committee serves as the primary communication link among the Board, the independent public accounting firm, and our internal auditors.

Company management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and the internal control over financial reporting. The independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee reviewed and discussed with the Company’s management and KPMG LLP the audited financial statements for the Company for the year ended December 31, 2023. The Audit Committee also met with KPMG LLP and the internal auditors, with and without management present, to discuss the results of the auditors’ examinations, their evaluation of our internal control, and the overall quality of our financial reporting. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee reviewed and discussed with KPMG LLP its independence from the Company and management, including the matters in the written disclosures received by the Audit Committee and required by PCAOB rules.

The Audit Committee discussed with KPMG LLP and the internal auditors the overall scope and plans for their respective audits. The Audit Committee reviewed and discussed the fees billed to the Company by KPMG LLP for audit, audit-related, tax and other services provided during fiscal 2023, which are set forth under “Item 2: Ratification of Independent Registered Public Accounting Firm”, and determined that the provision of non-audit services is compatible with KPMG LLP’s independence. Based on the Audit Committee’s reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

The Audit Committee evaluates the performance of the independent registered public accounting firm each year and determines whether to re-engage the current firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the registered public accounting firm, along with their capabilities, technical expertise, and knowledge of our operations and industry. Based on these evaluations, the Audit Committee decided to engage KPMG LLP as our independent registered public accounting firm for fiscal 2024. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee has continued its long-standing practice of recommending that the Board ask our shareholders to ratify the appointment of the registered public accounting firm at our annual meeting of shareholders. This report was submitted by the members of the Audit Committee as of the date indicated below.


Dated: February 19, 2024	Deborah J. Kissire, Chair	(The Audit Committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Audit Committee report by reference therein.)
	Jean S. Blackwell
	David F. Hoffmeister
	Ganesh Moorthy
	Kim K.W. Rucker


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 47

Audit Matters

ITEM 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has selected KPMG LLP to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2024. Since 2004, KPMG LLP has served as our independent registered public accounting firm and also provided other audit-related and non-audit services that were approved by the Audit Committee.

Representatives of KPMG LLP will virtually attend the Annual Meeting, will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.

We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our by-laws or otherwise, the Board is submitting the Audit Committee’s selection of KPMG LLP to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. If the appointment of KPMG LLP is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement.

Audit and Related Fees

Aggregate fees billed to the Company by KPMG LLP and its affiliates were as follows:


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

(1)For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.

(2)Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.

(3)Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.

(4)For other permitted professional advisory services.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 48

Audit Matters

Audit Committee Pre-Approval Policy

The Audit Committee is responsible for appointing, retaining and pre-approving the fees of the Company’s independent registered public accounting firm. The Audit Committee has adopted a Policy for Pre-Approval of Independent Auditor Services (“Pre-Approval Policy”) pursuant to which proposed services may be pre-approved through the application of detailed policies and procedures (“general pre-approval”) or by specific review of each service (“specific pre-approval”). The Audit Committee has provided general pre-approval for certain specific types of non-prohibited audit, audit-related and tax services that do not exceed $200,000 per project and $1,000,000 per year in the aggregate and gives detailed guidance to management as to the specific services that are eligible for general pre-approval. The Audit Committee is to be informed on a timely basis of any services performed by the independent registered public accounting firm pursuant to general pre-approval. Unless a type of service is included in this general pre-approval, it will require specific pre-approval. The annual audit services engagement terms and fees must be specifically pre-approved by the Audit Committee. Requests to provide services that require specific pre-approval must be submitted to the Audit Committee by both the independent registered public accounting firm and the chief financial officer or corporate controller, and must include detailed back-up documentation and a joint statement as to whether the request or application is consistent with the SEC’s rule on auditor independence.

The Audit Committee may delegate its pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All services performed by our independent registered public accounting firm in 2023 were pre-approved by the Audit Committee or otherwise under the Pre-Approval Policy.

Vote Required

Although ratification is not required in our by-laws or otherwise, approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

“FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR 2024


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 49

Executive Compensation

EXECUTIVE COMPENSATION

Table of Contents


ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			51

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

Human Capital Development			55


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


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

COMPENSATION RISK ASSESSMENT			73

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT			74

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

CEO PAY RATIO			89
PAY VERSUS PERFORMANCE			90

Non-GAAP Financial Measures

This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. Celanese’s non-GAAP financial measures used in this document are as follows: [1] Adjusted earnings per share (or Adjusted EPS), which we define as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method; [2] Free cash flow, which we define as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures; [3] Adjusted EBIT, which we define as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items; [4] Operating EBITDA, which we define as Adjusted EBIT plus depreciation and amortization; and [5] Return on capital employed, which we define as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables – third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests, and certain items as determined by the Company. See “Exhibit A” to this Proxy Statement for additional information concerning these performance measures and a reconciliation of these measures to earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted, net cash provided by (used in) operations, net earnings (loss) attributable to Celanese Corporation, and net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end the of year short- and long-term debt and Celanese Corporation shareholders’ equity, the most comparable U.S. GAAP financial measures, respectively.


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 50

Executive Compensation

ITEM 3: Advisory Approval of Executive Compensation

The Company’s compensation program for our named executive officers (“NEOs”) was designed by our compensation and management development committee (the “CMDC”) to meet our compensation philosophy and objectives, including maintaining a pay for performance culture. The principles of the program have contributed to our strong performance. See “CD&A Highlights” for a summary of our compensation structure, 2023 performance, pay decisions and approach to compensation oversight.

This “say-on-pay” proposal gives shareholders the opportunity annually to cast a vote on our executive compensation program based on the following resolution:

“Resolved, that the shareholders approve, on an advisory basis, the compensation of our NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative disclosure, contained in this Proxy Statement.”

The Board of Directors recommends that shareholders endorse the compensation program for our NEOs by voting FOR the above resolution. Our compensation program is the result of a carefully considered approach and takes into account input provided by shareholders and advice received from the CMDC’s independent compensation consultant. We believe that executive compensation for 2023 was supported by our performance. After considering the results of our 2023 advisory resolution on the frequency of say-on-pay votes, the Board of Directors currently expects to maintain its policy of holding annual advisory votes to approve our executive compensation. Provided that the Board of Directors does not modify this policy, the Company’s next say-on-pay proposal after the 2024 Annual Meeting will be presented at the 2025 Annual Meeting of Shareholders.

Advisory Vote

This vote is mandated by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations. As an advisory vote, this proposal is not binding upon the Company. In addition, the non-binding advisory vote described in this proposal will not be construed as overruling any decision by the Company, the Board of Directors, or the CMDC, relating to the compensation of the NEOs, or creating or changing any fiduciary duties or other duties on the part of the Board of Directors, or any committee of the Board of Directors, or the Company.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION PROGRAM


			Celanese 2024 / Notice of Annual Meeting and Proxy Statement / 51

Executive Compensation

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes the objectives and elements of our executive compensation program, its alignment with performance and our 2023 compensation decisions regarding our NEOs.

CD&A Highlights

NEO Compensation Structure at a Glance

Our NEO Compensation Program contains the following key elements:

Competitive base salaries to recruit and retain top executive talent;

Annual cash incentive opportunities based on near-term financial and stewardship goals;

Long-term equity incentive plans that are primarily performance-based to reward achievement against long-term financial and strategic goals designed to create long-term shareholder value; and

Market-competitive benefit programs with limited perquisites.

Controllable Actions Focused on Earnings and Synergy Capture Drove 2023 Results

Earnings

Earnings Per Share

Net earnings ($M)

Operating EBITDA ($M)

GAAP EPS

Adjusted EPS

Cash Flow

While navigating a difficult demand environment in 2023, we focused on controllable actions to drive earnings and execute on our integration, synergy capture and deleveraging goals.

Operating Cash Flow ($M)

Key actions that drove our performance include:

Free Cash Flow
($M)

Exceeding acquisition synergy targets through controllable initiatives including site optimization, commercial revenue synergies and business technology integration.

Executing on our 2023 deleveraging objectives by driving cash generation, divesting a portion of our Food Ingredients business for cash and exceeding our net debt reduction goal for the year.