CE Celanese Corporation

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

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.

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.

Author John Maxwell said, “Change is inevitable. Growth is optional.” Since we wrote to you at this time last year, Celanese has seen no shortage of change and growth.

•achieving our second highest adjusted earnings per share in our history, along with robust free cash flow;

•announcing the acquisition of the majority of DuPont’s Mobility and Materials business and closing the $11 billion deal in less than nine months;

•achieving full integration of our Santoprene acquisition from 2021 and completing the restructuring of our KEPCO joint venture; and

•expanding capacity and achieving production records at many facilities.

•We advanced our product strategy through the launch of several new bio-based and recycled-content products.

•Following the setting of environmental goals in early 2022, we took the additional step of obtaining limited assurance of our environmental target baselines and 2022 CDP Climate and Water Security responses, to enhance the rigor of our reporting;

•We highlighted our progress and more in our updated and redesigned 2021-2022 Sustainability Report and Index to enable efficient access to our policies, practices, and metrics; and

•We were recognized by Newsweek as one of America’s 500 Most Responsible Companies; Celanese ranked 138th overall, 18th in the Materials and Chemicals industry, and 5th in the Social category.

Some of Celanese’s other key ESG and sustainability accomplishments during 2022 and early 2023 are also described beginning on page 7.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time:						April 20, 2023, 1:00 p.m. (Eastern Daylight Saving Time)
Virtual Meeting Website:						Online at www.virtualshareholdermeeting.com/CE2023
Items of Business:						● To elect Jean S. Blackwell, William M. Brown, Edward G. Galante, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Kim K.W. Rucker and Lori J. Ryerkerk to serve until the 2024 Annual Meeting of Shareholders, or until their successors are elected and qualified or their earlier resignation;
						● To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023;
						● To hold an advisory vote to approve executive compensation;
						● To hold an advisory vote on the frequency of future advisory votes approving executive compensation;
						● To approve the Amended and Restated 2018 Global Incentive Plan; and
						● To transact such other business as may properly come before the meeting and any adjournments and postponements thereof in accordance with the provisions of the Company’s Seventh Amended and Restated By-laws (the “by-laws”).
Record Date:						You are entitled to attend the 2023 Annual Meeting virtually and to vote if you were a shareholder at the close of business on February 22, 2023.

This year’s Annual Meeting will be held as a “virtual meeting” via the Internet at www.virtualshareholdermeeting.com/CE2023. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting.

A. Lynne Puckett

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2023

The Celanese Corporation 2023 Notice of Annual Meeting and Proxy Statement, 2022 Annual Report and other proxy materials are available at www.proxyvote.com.

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 107 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

:

)

*

m

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

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 105 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2023

The Celanese Corporation 2023 Notice of Annual Meeting and Proxy Statement, 2022 Annual Report and other proxy materials are available at www.proxyvote.com.

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

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 110.

ITEM 1: Election of Directors

Board Composition and Refreshment

BOARD REFRESHMENT

Over the last five years, 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.

●

Elected five new directors, three of whom are women and two 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 and M&A experience while increasing the diversity of the Board

Our Board has identified and elected several new directors in the last five years as part of its strategic approach to refreshment and succession planning:

•Our Chair and CEO Ms. Ryerkerk – joined as CEO effective May 2019, and named Board Chair in April 2020;

•Our NCG Committee Chair Ms. Rucker – elected to the Board in October 2018;

•Our Audit Committee Chair Ms. Kissire – elected to the Board in October 2020;

•Mr. Ghai – elected to the Board in February 2022 (and who is not seeking re-election for the reasons described above); and

•Mr. Koenig – elected to the Board in February 2022.

Qualifications, Attributes, Skills and Experience

Characteristics

No. of Directors

&

Relevant senior leadership/C-Suite experience

Senior leadership experience allows directors to better understand day-to-day and strategic aspects of a business

9

Q

Global business experience

Our business is global and multicultural, with products manufactured in the Americas, Europe and Asia and operations in 18 countries around the world

10

.

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

A deep understanding of the Company’s business and/or the chemical industry allows a director to better guide the Company

5

:

Experience in innovation-focused businesses

Focus on innovation to drive performance

9

5

Experience in customer-driven businesses

High level of customer interaction

7

Ð

Environmental/sustainability experience

Experience with complex environmental regulation and sustainability-focused strategy

6

G

Government/regulatory/geopolitical exposure

Experience with regulatory obligations and political challenges in various jurisdictions

9

q

Financial & transactions experience

High level of familiarity with financial matters and complex financial transactions, including in foreign countries / currencies

7

@

Operational experience

Experience managing manufacturing of many types and kinds of products consistent with high level specifications and in large quantities

7

6

Strategy development experience

Experience with strategy development, allowing the Board to better evaluate management’s plan and guide the Company

10

L

Risk oversight/management experience

Assessment of risk and the policies/procedures to manage risk

8

Lori J. Ryerkerk
									Experience •Chief Executive Officer and President, Celanese (2019 – present); Chair (2020 – present) •Executive Vice President of Global Manufacturing of Shell Downstream Inc., the largest business of Royal Dutch Shell plc (now Shell plc), a global group of energy and petrochemical companies, where she led a team of 30,000 employees and contractors at refineries and chemical sites worldwide (2013 – 2018), Regional Vice President of Manufacturing in Europe and Africa responsible for the operation of five Shell Manufacturing facilities and five joint ventures (2010 – 2013) •Senior Vice President, Refining, Supply and Terminals at Hess Corporation, where she was responsible for refineries, terminals and a distribution network, and supply and trading (2008 – 2010) •Multiple operational and senior leadership roles in Refining and Chemicals Manufacturing, Power Generation, and various other groups including Supply, Economics and Planning, HSSE, and Public Affairs/Government Relations at ExxonMobil (1984 – 2008) •Former Independent Director at Axalta Coating Systems, a leading provider of liquid and powder coatings (2015 – 2019) Other Current Public Company Directorships •Independent Director at Eaton Corporation plc, a diversified power management company (2020 – present) Notable Affiliations •Board member, American Chemistry Council (2019 – present) •Board member, National Association of Manufacturers (2019 – present) Qualifications Provided to Our Board •Proven experience in P&L improvement, operational excellence and value creation in large, complex manufacturing organizations internationally and in the U.S., leading thousands of employees and multibillion dollar budgets at Shell, Hess and ExxonMobil •Leadership of multiple nine- and ten-figure acquisitions and divestitures to optimize manufacturing and operational portfolios •Significant experience in environmental and sustainability matters in the manufacturing and energy industries, including publication of Exxon’s first corporate-wide environmental, health and safety report, key involvement in the American Petroleum Institute’s establishment of guidelines for the calculation of greenhouse gas emissions, bringing keen insight to Celanese as we design, set and operationalize our sustainability targets and priorities •In multiple roles throughout her career, led multi-year improvements and safety and environmental metrics from individual manufacturing sites to large global businesses •Long history of effectively and influentially representing her companies and industries through trade associations and governmental committees in both the U.S. and abroad, including experience as the head of government relations and public affairs for the world’s largest energy company and broad experience in trade association leadership •External recognition includes being named as one of America’s Most Powerful Women in Business by Fortune, CEO of the Year by D (Dallas) Magazine (2020) and a member of the Department of Chemical and Biological Engineering Hall of Fame at Iowa State University (2021) Education •B.S. in chemical engineering, Iowa State University
Director since: 2019 Age: 60 Current Board Committees: None

Jean S. Blackwell
									Experience •Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a leading global designer, manufacturer, distributor and servicer of engines and engine-related products (2008 – 2013), after serving as Executive Vice President and Chief Financial Officer (2003 – 2008); Vice President, Cummins Business Services (2001 – 2003); Vice President, Human Resources (1998 – 2001); and Vice President and General Counsel (1997 – 1998) •Partner at the Indianapolis law firm of Bose McKinney & Evans LLP, where she practiced in the areas of financial and real estate transactions (1984 – 1991) •State of Indiana Budget Director (1993-1995) •Executive Director of the Indiana State Lottery Commission (1991-1992) •Former Independent Director, Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products (2007 – 2018) •Former Independent Director, Phoenix Companies Inc., a life insurance company (2004 – 2009) Other Current Public Company Directorships •Independent Chair of Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials (2016 – present) •Independent Director, Johnson Controls International plc, a leading diversified technology company (2018 – present) Notable Affiliations •Director, Building Tomorrow Qualifications Provided to Our Board •Chief financial officer and public company audit committee chair service at large and prominent public companies, which brings to the Board a valuable perspective on financial, accounting, capital structure and risk management matters •Deep insight into navigating an increasingly complex global regulatory environment from experience gained as a general counsel, law firm partner and state government leader •Leadership in incorporating ESG priorities into our business strategy, leveraging experience gained as EVP of Corporate Responsibility for Cummins, as head of HR at Cummins, as board chair of a leading publicly-traded specialty chemical and performance materials company and as chair of the governance and sustainability committee of a large-cap multinational diversified technology company Education •B.A. in economics, The College of William and Mary • University of Michigan
Director since: 2014 Age: 68 Current Board Committees: Audit Nominating and Corporate Governance

William M. Brown
									Experience •Executive Chair of the Board (2021 – 2022) and Chair and Chief Executive Officer (2019 – 2021) of L3Harris Technologies, Inc., successor to Harris Corporation, a global aerospace and defense technology company; President and Chief Executive Officer (2011 – 2019) and Chair (2014 – 2019), Harris Corporation •Various roles at United Technologies Corporation (UTC) (1997 – 2011), including as Senior Vice President, Corporate Strategy and Development (2011), President of UTC’s Fire & Security Division (2006 – 2011), additional U.S. and international roles at various divisions including Carrier Corporation’s Asia Pacific Operations and the Carrier Transicold division •Senior Engagement Manager McKinsey & Company •Project Engineer, Air Products and Chemicals, Inc. Other Current Public Company Directorships •Independent Director at Becton, Dickinson and Company, a global medical technology company (2022 – present) Notable Affiliations •Director, Fire Department of NYC Foundation Qualifications Provided to Our Board •Proven experience in the commercial, financial and cultural aspects of large M&A execution and integration, demonstrated through leading the $40 billion merger creating L3Harris, as well as M&A experience as SVP of Corporate Strategy and Development at United Technologies Corporation •Demonstrated leadership of complex global organizations, including his most recent executive role as Executive Chair and CEO of L3Harris, a global company with approximately $18 billion in revenue, 47,000 employees and customers in over 100 countries, following eight years as CEO of Harris Corporation •Insight into current cybersecurity issues globally through expertise in the defense industry as well as past service on the National Security Telecommunications Advisory Committee Education •B.S.,M.S. in mechanical engineering, Villanova University •MBA, The Wharton School, University of Pennsylvania
Director since: 2015 Age: 60 Current Board Committees: Compensation Nominating and Corporate Governance

Edward G. Galante
									Experience •Senior Vice President and Member of the management committee of Exxon Mobil Corporation, an international oil and gas company (2001 – 2006), Executive Vice President of ExxonMobil Chemical Company (1999 – 2001) and various management positions of increasing responsibility over more than 30 years with the company. •Former Independent Director at Foster Wheeler AG, global engineering conglomerate (2007 – 2018) Other Current Public Company Directorships •Independent Director at Linde plc, a leading industrial gas and engineering company (2018 – present), previously Independent Director with Praxair, Inc., an industrial gas company (2007 – 2018) prior to its combination with Linde •Independent Director at Clean Harbors, Inc., a leading provider of environmental and industrial services (2007 – present) •Independent Director at Marathon Petroleum Corporation, a leading, integrated, downstream energy company (2018 – present), previously Independent Director at Andeavor Corporation, a highly integrated marketing, logistics and refining company acquired by Marathon (2016 – 2018) Notable Affiliations •LSU Foundation •Board of United Way Foundation of Metropolitan Dallas •Board of Trustees of Northeastern University •Director, Artis-Naples Qualifications Provided to Our Board •Decades-long operational and commercial experience in the petroleum and chemical manufacturing industry, including as EVP of one of the largest chemical companies in the world (Exxon Mobil Chemical), giving the Board and executive leadership valuable long-term insight into industry and commercial prospects, and capital deployment optimization •Brings to the Board and the EHSQPP Committee significant experience in environmental, health and safety (EHS) issues, gained from leading Exxon Mobil's EHS activities, chairmanship of the EHS Committee of Clean Harbors, membership on Marathon Petroleum’s Sustainability Committee and membership on the Environmental, Health, Safety and Security committee at Andeavor •Chair leadership and member service on large-company compensation committees gives our CMDC a valuable cross-industry perspective into best practices in driving value-creating behavior of leadership teams in large organizations Education •B.S. in civil engineering, Northeastern University
Director since: 2013 Age: 72 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy

Kathryn M. Hill
									Experience •Numerous executive-level positions at Cisco Systems, Inc., a communications and information technology company, including Executive Advisor (2011 – 2013); Senior Vice President, Development Strategy and Operations (2009 – 2011); Senior Vice President, Access Networking and Services Group (2008 – 2009); Senior Vice President, Ethernet Systems and Wireless Technology Group (2005 – 2008); and other roles of increasing responsibility •Various engineering positions of increasing responsibility at Hughes Network Systems, a satellite internet provider (1982 – 1993) Other Current Public Company Directorships •Independent Director at Moody’s Corporation, a global integrated risk assessment company (2011 – present) •Independent Director at NetApp, Inc., a global cloud-led, data-centric software company (2013 – present) Qualifications Provided to Our Board •Valuable insight into long-term commercialization strategies, through experience developing and successfully commercializing large complex enterprise products and services in multiple Senior Vice President roles at Cisco Systems •Practical knowledge and experience in enhancing our manufacturing and commercial effectiveness through digital strategies, gained from leadership experience at large technology companies, including service on Cisco’s development council •Long tenure at large technology companies and board membership at high-profile and complex technology-driven companies enabling her to advise the Board and management very effectively on governance and information security matters while chairing the EHSQPP Committee Education •B.S. in Mathematics, Rochester Institute of Technology
Director since: 2015 Age: 66 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy

David F. Hoffmeister
									Experience •Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by ThermoFisher Scientific Inc. (2008 – 2014) •Chief Financial Officer of Invitrogen Corporation, a biotechnology company which merged with Applied Biosystems to form Life Technologies Corporation (2004 – 2008) •Senior partner at McKinsey & Company serving clients in the healthcare, private equity and chemical industries on issues of strategy (1984 – 2004), including as leader of McKinsey’s North American chemical practice (1998 – 2004) Other Current Public Company Directorships •Independent Director at Glaukos Corporation, an ophthalmic medical technology and pharmaceutical company (2014 – present) •Independent Director at ICU Medical Inc., a global leader in infusion systems, infusion consumables, and high-value critical care products (2018 – present) •Independent Director at StepStone Group Inc., a private markets investment firm (2020 – present) Notable Affiliations •Director at Kaiser Permanente, a private non-profit integrated managed care consortium (2014 – present) Qualifications Provided to Our Board •Long-standing knowledge of chemical and materials manufacturing, including from his time as the head of McKinsey’s North American chemical practice and as CFO of multibillion dollar life sciences companies •Valuable experience to effectively guide our efforts to grow our Engineered Materials business gained from deep knowledge of the medical and pharmaceutical industries through prior roles •Strong insight into successful acquisition execution, integration and synergy capture from leading, as CFO, the multibillion dollar merger and integration of two life sciences companies into a combined company, Life Technologies, with approximately 10,000 employees, and then playing an integral role in that company’s later $14 billion acquisition by Thermo Fisher Education •B.A. in business administration and management, University of Minnesota •MBA, University of Chicago Booth School of Business
Director since: 2006 Age: 68 Current Board Committees: Audit Nominating and Corporate Governance

Dr. Jay V. Ihlenfeld
									Experience •Senior Vice President, Asia Pacific (2006 – 2012), for 3M Company, a leader in technology and innovation; Senior Vice President, Research and Development (2002 – 2006); Various other leadership and technology positions, including Vice President of the Performance Materials business and Executive Vice President of the Sumitomo/3M business in Japan, over 33 years Other Current Public Company Directorships •Independent Director at Ashland, Inc., a premier global specialty materials company (2017 – present) Notable Affiliations •Minnesota Orchestra •University of Wisconsin-Madison College of Engineering Industrial Advisory Board •Phi Delta Theta Foundation Trustee Emeritus Qualifications Provided to Our Board •Extensive experience related to research, development, innovation and commercialization of chemical and performance materials products in multiple regions around the globe, which engineering and business knowledge is invaluable to the Board’s oversight of our product innovation, development and commercialization initiatives •A strong global perspective, from experience including his time as 3M’s Senior Vice President, Asia Pacific and Executive Vice President of 3M’s Sumitomo partnership, is highly beneficial to the Board’s and management’s understanding of global business and geopolitical considerations, particularly as the M&M acquisition expands our end market presence in the Asia-Pacific region •Deep experience in environmental and manufacturing strategy in the chemical sector, which helps guide the Board’s oversight of our operational sustainability efforts Education •B.S. in chemical engineering, Purdue University •PhD in chemical engineering, University of Wisconsin-Madison
Director since: 2012 Age: 71 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy

Deborah J. Kissire
									Experience •Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group and various other various leadership positions, including Vice Chair and Regional Managing Partner for the East Central and Mid-Atlantic Regions and U.S. Vice Chair of Sales and Business Development, over a more than 35 year career at Ernst & Young LLP, an independent registered public accounting firm (1979 – 2015) Other Current Public Company Directorships •Independent Director at Cable One, Inc., a leading American cable and internet service provider (2015 – present) •Independent Director at Omnicom Group Inc., a global marketing and corporate communications holding company (2016 – present) •Independent Director at Axalta Coating Systems Ltd., a leading provider of liquid and powder coatings (2016 – present) Notable Affiliations •Advisory Board for Texas State University’s McCoy College of Business •Goodwill Industries of Greater Washington •Junior Achievement USA Qualifications Provided to Our Board •Ms. Kissire’s more than 35-year career and leadership roles at Ernst & Young, together with her service on other large public company audit committees, bring to our Audit Committee a thorough, multi-industry perspective to the complexities of our strategic planning, balance sheet and cash management, risk oversight and financial reporting •Experience leveraging her leadership skills and vision for strategic firm initiatives and programs at Ernst & Young in global branding, governance, and gender inclusiveness, such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and global Vision 2020 – which brings to our Board valuable experience in these areas key to our strategy Education •BBA in accounting, Texas State University
Director since: 2020 Age: 65 Current Board Committees: Audit Environmental, Health, Safety, Quality & Public Policy

Michael Koenig
									Experience •Chief Executive Officer and a member of the board of directors of Nobian Industrial Chemicals B.V., a privately-held European leader in the production of essential chemicals that spun out of Nouryon (2021 – present) •Chief Executive Officer of ELKEM ASA, a publicly-listed and Norwegian-headquartered global supplier of silicon-based advanced materials (2019 – 2021) •Chief Executive Officer of China National Bluestar Group, a specialty chemicals company (2016 – 2019) •Multiple senior executive positions in Germany and China at Bayer AG, a life sciences company (1990 – 2015) •Former Executive Board Member at Elkem ASA (2016 – 2021) •Former Independent Director at Conzzeta AG, a sheet-metal processing company now known as Bystronic AG (2016 – 2021) Other Current Public Company Directorships •Independent Chair of Symrise AG, a publicly-listed developer and producer of food and cosmetic flavor and fragrance ingredients headquartered in Germany (2020 – present) Qualifications Provided to Our Board •Current and recent service as CEO of multibillion dollar chemical manufacturers – with thousands of employees and operations in dozens of countries – bringing additional expertise to our complex global manufacturing, distribution and sales operations •Deep expertise in global markets where we have significant operations and customer bases including China, where he worked and served as a senior chemicals and materials executive for nearly fifteen years, and Europe, where he has been CEO and board member of multiple large chemical manufacturing companies, which brings geopolitical and cross-border expertise to the execution of our global strategy in markets around the world •Service as a CEO and board member of multiple companies headquartered in Europe brings a valuable perspective to our customer and sustainability efforts in that region Education •M.S. in chemical process engineering, TU Dortmund University
Director since: 2022 Age: 59 Current Board Committees: Compensation Environmental, Health, Safety, Quality & Public Policy

Kim K.W. Rucker
									Experience •Executive Vice President, General Counsel and Secretary of Andeavor, an integrated marketing, logistics and refining company, and of Andeavor Logistics LP, a midstream energy infrastructure and logistics company, from 2016 until Andeavor was acquired by Marathon Petroleum Corporation (2016 – 2018), including time as interim Chief Human Resources Officer •Executive Vice President Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a food and beverage company (2012 – 2015) •Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products and beginning in 2009 assumed additional duties as Corporate Secretary (2008 – 2012) •Senior Vice President, Secretary and Chief Governance Officer of Energy Future Holdings Corp., an energy company (2004 – 2008) •Corporate Counsel for Kimberly-Clark Corporation •Partner in the Corporate & Securities group at the law firm of Sidley Austin LLP Other Current Public Company Directorships •Independent Director at HP Inc., a leading technology company (2021 – present) •Independent Director at Lennox International Inc., a global provider of climate control solutions (2015 – present) •Independent Director at Marathon Petroleum Corporation a leading, integrated, downstream energy company (2018 – present) Notable Affiliations •Haven for Hope •Johns Hopkins Medicine Board of Trustees Qualifications Provided to Our Board •Business, legal and regulatory experience as an executive leader and general counsel and chief compliance officer in oil and gas, food and beverage and personal care industries, and board roles in multiple customer-facing companies, brings a multi-industry, multi-disciplinary perspective to our Board’s oversight of the Company’s operational, governance, regulatory affairs and risk controls management •Leadership in negotiating, executing and integrating multiple large and high-profile acquisitions recently – including the $45 billion buyout that created Energy Future Holdings (at the time the largest leveraged buyout in history), the $45 billion merger of Kraft Foods Group with Heinz to create the world’s fifth largest food and beverage company, Andeavor’s $6 billion acquisition of Western Refining Logistics and the acquisition of Andeavor by Marathon Petroleum for over $20 billion – brings highly-valuable expertise regarding business strategy, complex M&A, and integration •Broad knowledge of law, business transactions, corporate governance, compliance, communications, crisis management, government affairs, human capital and community involvement gained as an executive and director of multiple public companies, including numerous board leadership roles. Brings current and expert perspective and leadership experience on various matters, including strategy, risk management and board practices Education •BBA in economics, University of Iowa •M.A. in public policy, John F. Kennedy School of Government at Harvard University •J.D., Harvard Law School
Director since: 2018 Age: 56 Current Board Committees: Audit Nominating and Corporate Governance

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

3%

held by up to 20 shareholders

Holding the shares

continuously for at least

3

years

Can nominate 2 candidates or

20%

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

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, 11 directors (which will be reduced to 10 following the Annual Meeting as Mr. Ghai is not seeking re-election.) Our Board of Directors is and shall be comprised of a majority of independent directors. See “Director Independence 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 it 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 assessing 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.

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

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)

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All Board committees comprised entirely of independent directors

●

Active engagement by all 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 and CEO succession planning; and

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

•Audit Committee;

•Compensation and Management Development Committee;

•Nominating and Corporate Governance Committee; and

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

Independent Director

Audit Committee

Compensation and Management Development Committee

Environmental, Health, Safety, Quality and Public Policy Committee

Nominating and Corporate Governance Committee

Jean S. Blackwell À

ü

l

l

William M. Brownt

ü

l

l

Edward G. Galante

ü

£

l

Kathryn M. Hill

ü

l

£

David F. Hoffmeister À

ü

l

l

Dr. Jay V. Ihlenfeld

ü

l

l

Deborah J. Kissire À

ü

£

l

Michael Koenig

ü

l

l

Kim K.W. Rucker

ü

l

£

Lori J. Ryerkerk

Meetings in 2022

Board = 7

9

5

4

4

£ Chairperson l Member À Financial Expert u Lead Independent Director

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 environmental, social and governance (ESG) priority topics, please refer to “Board Oversight — Board Oversight of Environmental, Social and Governance Matters” below.

•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 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, and qualify as “non-employee directors” for purposes of Section 162(m) of the Internal Revenue Code. The complete text of the CMDC charter, as last amended by the Board of Directors on July 13, 2022, 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.”

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

•review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; 

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