DEF 14A of Celanese Corp, Mar 21, 2024

DEF 14A of Celanese Corp

Filed Mar 21, 2024 · FY20230001306830-24-000087

Open on EDGAR

  1. How to Vote

    | 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 | | | | ✓ 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. • 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 | | 73 | | 2013 | Former SVP – Exxon Mobil Corporation | | | | ✓ | CMD•; EHS | | •••••••••• | | | | | Clean Harbors Inc.; Marathon Petroleum Corp. | | | | | | | Timothy Go | | 57 | | 2024 | CEO and President – HF Sinclair Corporation | | | | ✓ | EHS | | ••••••••• | | | | | HF Sinclair Corporation | | | | | | | Kathryn M. Hill | | 67 | | 2015 | Former SVP Dev. Strategy – Cisco Systems Inc. | | | | ✓ | CMD; EHS• | | ••••••• | | | | | Moody’s Corporation; NetApp Inc. | | | | | | | David F. Hoffmeister | | 69 | | 2006 | Former SVP / CFO – Life Technologies Corp. | | | | ✓ | AC; NCG | | •••••••• | | | | | Glaukos Corporation; ICU Medical Inc.; StepStone Group Inc. | | | | | | | Dr. Jay V. Ihlenfeld | | 72 | | 2012 | Former SVP, Asia Pacific – 3M Company | | | | ✓ | CMD; EHS | | •••••••• | | | | | | | | | | | | Deborah J. Kissire | | 66 | | 2020 | Former Vice Chair - Ernst & Young LLP | | | | ✓ | AC•; EHS | | •••••••• | | | | | Omnicom Group; Axalta Coatings System Ltd.; Cable One, Inc. | | | | | | | Michael Koenig | | 60 | | 2022 | CEO – Nobian Industrial Chemicals B.V. | | | | ✓ | CMD; EHS | | •••••••••• | | | | | Symrise AG | | | | | | | Ganesh Moorthy | | 65 | | 2023 | CEO – Microchip Technology Incorporated | | | | ✓ | AC; NCG | | •••••••••• | | | | | Microchip Technology Incorporated | | | | | | | Kim K.W. Rucker | | 57 | | 2018 | Former EVP and GC – Andeavor | | | | ✓ | AC; NCG• | | ••••••••• | | | | | Marathon Petroleum Corp.; HP Inc.; GE Vernova | | | | | | | Lori J. Ryerkerk | | 61 | | 2019 | Chair, CEO and President – Celanese Corporation | | | | | – | | •••••••••• | | | | | Eaton Corporation plc | | | | | | | Qualifications: | | | | | | Board Committees: | | | | | | • | Leadership | | • | Govt/regulatory | | AC | 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 | | | | | | | | | |

  2. ITEM 1: Election of Directors

    ITEM 1: Election of Directors

  3. Director Nominees

    Director Nominees

  4. 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 | |

  5. Director Nominees

    | | Governance |

  6. Director Nominees

    | 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 | |

  7. Director Nominees

    | | Governance |

  8. Director Nominees

    | 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 | |

  9. Director Nominees

    | | Governance |

  10. Director Nominees

    | 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 | |

  11. Director Nominees

    | | Governance |

  12. Director Nominees

    | 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 | |

  13. Director Nominees

    | | Governance |

  14. Director Nominees

    | 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 | |

  15. Director Nominees

    | | Governance |

  16. Director Nominees

    | 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 | |

  17. Director Nominees

    | | Governance |

  18. Director Nominees

    | 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 | |

  19. Director Nominees

    | | Governance |

  20. Director Nominees

    | 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 | |

  21. Director Nominees

    | | Governance |

  22. Director Nominees

    | 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 | |

  23. Director Nominees

    | | Governance |

  24. Director Nominees

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

  25. Recommendation of the Board

    Recommendation of the Board

  26. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

  27. “FOR” EACH OF THE NOMINEES LISTED ABOVE

    “FOR” EACH OF THE NOMINEES LISTED ABOVE

  28. Director Compensation

    Director Compensation

  29. Director Compensation Process

    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.

  30. Director Compensation in 2023

    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:

  31. Director Compensation in 2023

    | 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 |

  32. Director Compensation in 2023

    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.

  33. Director Compensation in 2023

    | | Governance |

  34. 2023 Director Compensation Table

    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.

  35. 2023 Director Compensation Table

    | 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 |

  36. 2023 Director Compensation Table

    (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.

  37. CD&A Highlights

    | Key 2023 Compensation Decisions | | Key Pay and Governance Practices | | | •The CMDC refined the annual incentive structure following the M&M Acquisition to use (i) Operating EBITDA as the primary financial metric and (ii) Free Cash Flow as the primary cash metric, to focus management on cash generation, deleveraging and earnings growth. | | Practices designed to align pay with performance for shareholders and to mitigate risk include: | | | | | ✓ | Challenging performance targets tied to metrics that are consistent with our strategy and long-term shareholder value creation | | •The CMDC changed the time-based portion of the NEOs’ Long-Term Incentive Plan from restricted stock units to stock options to promote strong alignment between executive payouts and shareholder value creation following the M&M Acquisition, as stock options only have value if the stock price appreciates from the date of grant. | | | | | | | ✓ | Use of absolute caps (annual incentive plan and PRSUs) and adjustments based on relative TSR performance (PRSUs), to align management pay with shareholder outcomes | | | | ✓ | Robust clawback policies that go beyond SEC and NYSE requirements | | •Certain NEOs received salary increases intended to maintain competitiveness with our compensation peer group and, in some cases, upon promotions. | | ✓ | Annual risk assessment of our compensation policies and practices | | 97% | of shareholder votes cast supported our say-on-pay vote at our 2023 Annual Meeting. | ✓ | Market-aligned stock ownership guidelines for NEOs | | | | ✓ | Independent compensation consultant reporting to the CMDC |

  38. CD&A Highlights

    | | What We Do | | ✓ | Pay for performance, including using a high percentage of performance-based restricted stock units to ensure a significant portion of NEO compensation is performance-based and to align management’s interests with shareholders | | ✓ | Reference a market peer group, evaluated annually to ensure it remains appropriate, when establishing compensation | | ✓ | Maintain robust anti-hedging and anti-pledging policies | | ✓ | Conduct an annual ”say-on-pay” advisory vote | | ✓ | Engage regularly with our shareholders to receive feedback on business, governance and compensation matters | | ✓ | Balance short- and long-term incentives, aligning long-term incentives with future performance and shareholder returns | | ✓ | Include caps on individual payouts under incentive plans | | ✓ | Maintain clawback policies that go beyond the requirements of SEC Rule 10D-1 and the associated NYSE listing standards, which can be triggered by a financial restatement, breach of our business conduct policy or certain restrictive covenants, among other matters, and which cover annual bonus and all long-term incentive awards | | ✓ | Maintain market-aligned stock ownership guidelines requiring our CEO to hold shares valued at 6x base salary (4x for other NEOs) | | ✓ | Apply double-trigger vesting in the event of a change in control under our long-term equity awards (i.e., participant must have a qualifying termination after the change in control event to receive benefits) | | ✓ | Retain an independent executive compensation consultant reporting directly to the CMDC | | ✓ | Include 100% independent directors on our CMDC | | ✓ | Review annually executive compensation consultant and advisors for independence and performance | | | What We Don’t Do | | • | No change in control excise tax ”gross-up” agreements | | • | No excessive perquisites | | • | No tax ”gross-ups” for perquisites, except for relocation and expatriate benefits | | • | No employment agreements or multi-year compensation guarantees | | • | No stock option repricing, reloads or exchanges without shareholder approval | | • | No dividend equivalents paid on unvested equity awards | | • | No excessive risk-taking in our compensation programs |

  39. CD&A Highlights

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

  40. CD&A Highlights

    •We promote employee engagement through 68 chapters of nine different Employee Resource Groups (ERGs) and invited 4,500 newly integrated M&M team members to initiate local chapters of these ERGs at their respective facilities and grew membership by 2,000 employees in 2023. •We engage with trade associations and engineering groups to enhance our recruiting pipeline of diverse employees, including a global university and vocational recruiting strategy that targets several historically Black colleges and universities (HBCUs) and professional organizations. We leverage technology and strategic partnerships with organizations such as the National Society of Black Engineers, the Society of Women Engineers, and the American Institute of Chemical Engineers (AIChE) to broaden our reach to potential candidates. These initiatives also include providing funds to the Future of STEM Scholars Initiative (FOSSI), which is a national program that gives scholarships to students pursuing STEM degrees at HBCUs. For more information on certain human capital metrics, please see “Human Capital Resources” in our most recent Annual Report on Form 10-K filed with the SEC. Health, Safety and Environmental Stewardship. We believe in continuous improvement of our safety environment by building competency in our people and having a comprehensive management system built from recognized safety practices around the globe. Through deliberate actions, we have improved our employee safety, process safety and environmental incident metrics in recent years. See “Human Capital Resources” in our most recent Annual Report on Form 10-K filed with the SEC, for more information. We have reflected our commitment to these stewardship goals through our long-standing practice of including them as part of our annual incentive program, which currently has approximately 3,500 bonus-eligible participants, for the last 16 years. For more information, please see “Annual Incentive Plan Awards.” Talent Development. At Celanese, we are committed to fostering an engaging workplace with opportunities for collaboration, development and leadership. We believe in empowering employees to dedicate time to sharpening skills needed for their current roles and interests as well as exploring new topics. Workshops, eLearnings, and self-directed training options are readily available to employees based on their roles and interests. An example of this our Manufacturing Technical Training Program called “M-Train.” M-Train includes 300 on-demand and instructor led courses in process technology, engineering, project management, quality, and stewardship with over 19,000 learner assignments. More than 3,400 Celanese employees took at least one M-Train course since the beginning of 2023.

  41. Compensation Philosophy and Elements of Pay

    | Compensation Element | Description | | Alignment with Principle of Pay-for-Performance | Page | | Short-Term Annual Cash Compensation | | | | | | Base Salary | | Set in consideration of individual performance and contributions based on primary duties and responsibilities | Competitive compensation element required to recruit and retain top executive talent; pay for primary duties and responsibilities | 60 | | Annual Incentive Plan (Bonus) | | Performance-based, cash incentive opportunity earned based on: | Rewards performance against annual financial and stewardship goals | 61 | | | | ■ Operating EBITDA and free cash flow | | | | | | ■ Stewardship metrics (injuries, process safety, environmental releases and product quality) | | | | Long-Term Incentive Awards (Equity) | | | | | | Performance- based RSUs | | Performance-based, long-term equity incentive plan: earned based on company performance and stock price | Rewards performance against long-term financial goals that are tied to corporate strategy and relative TSR performance | 66 | | | | ■ Adjusted EPS and Return on Capital Employed (ROCE) over a three-year performance period, with a potential payout modifier based on TSR performance relative to companies in the Dow Jones US Chemical Index | | | | Time-based Stock Options | | Time-based, long-term equity incentive that requires stock price appreciation to recognize value | Granted annually as part of the long-term incentive plan to promote strong alignment between realized executive pay and shareholder value creation | 66 | | Employee Benefits | | | | | | Retirement Plans | | Retirement Savings Plan | Competitive compensation elements required to recruit and retain top executive talent | 70 | | | | Supplemental Retirement Savings Plan | | 81 | | | | Retirement Pension Plan | | 81 | | Severance Arrangements | | Executive Severance Benefits Plan | | 83 | | | | Change in Control Agreements | | 83 | | Deferral of Compensation | | Deferred Compensation Plan | | 82 |

  42. Compensation Philosophy and Elements of Pay

    | We establish overall target total compensation for each NEO and then allocate that compensation among base salary, annual incentive and long-term incentive opportunities. While no specific formula is used to determine the allocation between cash and equity-based compensation, when allocating these compensation elements we generally utilize a compensation mix more heavily weighted towards performance-based compensation. The CMDC strongly believes that the CEO’s compensation should be heavily weighted towards variable and long-term incentive awards to align her compensation with shareholder interests. The target pay mix for our CEO for 2023 is highlighted to the right, with nearly 90% performance-based or “at risk.” | |

  43. Compensation Philosophy and Elements of Pay

    Target Level of Compensation To establish the appropriate target level of compensation for the CEO and each other NEO, each compensation element is reviewed by the CMDC relative to market data for the role within our compensation peer group. The CMDC’s philosophy is to use the median of our compensation peer group as a guideline for establishing target total direct compensation (base salary plus target annual incentive plan award plus the grant date value of long-term incentive awards). Individual position considerations such as experience level, scope of role, personal impact on Company results, individual performance and relative compensation amounts across executives also impact how compensation is calibrated relative to market norms. The CMDC also considers general industry compensation survey data presented by its independent compensation consultant, since the talent market for many of our executives is broader than the companies in our compensation peer group. Although the CMDC strives to set target compensation at levels that are competitive with our compensation peer group, it does not rigidly adhere to any particular market reference point in determining executive compensation. Use of Peer Groups Compensation Peer Group. Each year, the CMDC’s independent compensation consultant provides an analysis of compensation data and practices from a select group of peer companies in the chemical industry. The CMDC, with the assistance of its independent consultant, identifies the companies to be included in the compensation peer group.

  44. Compensation Philosophy and Elements of Pay

    | What we look for in our compensation peer group | | How we use the compensation peer group | | | ✓ | Comparable market capitalization | ✓ | As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges | | ✓ | Comparable total revenues | | | | ✓ | Presence of major global operations | ✓ | To assess competitiveness of total direct compensation | | ✓ | Similar business complexity | ✓ | To benchmark annual incentive bonus and long-term incentive plan designs as well as the form and mix of equity and cash retainer for non-employee directors | | ✓ | Participants in the chemical industry | | | | | | ✓ | To evaluate share utilization (overhang levels and run rate) | | | | ✓ | To benchmark share ownership guidelines | | | | ✓ | As an input in designing compensation and benefit plans |

  45. Compensation Philosophy and Elements of Pay

    Our CMDC reviews the compensation peer group annually in consultation with its independent compensation consultant to ensure that the individual companies in the group continue to be appropriate and that the group as a whole is appropriate. The CMDC with its independent compensation consultant reviewed and updated the compensation peer group to ensure it remained reasonable given the increased size and complexity of the Company following the closing of the M&M Acquisition in November 2022. The CMDC considered this update important so that the compensation peer group would continue to be representative of the market for executive talent in which we compete. To support this update, the independent compensation consultant identified companies (1) in the chemical industry, (2) with revenues in a range around Celanese’s projected post-transaction annual revenue (generally from one-half to three times our then-projected post-closing 2023 revenue), (3) that were not already in the compensation peer group, and the CMDC considered these and other factors. The compensation peer group used by the CMDC in setting target pay for 2023 was as follows:

  46. Compensation Philosophy and Elements of Pay

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

  47. Compensation Philosophy and Elements of Pay

    Relative Stock Performance Peer Group. The companies used to determine relative total shareholder return (relative TSR) for purposes of determining 2023-2025 PRSU payouts consist of the companies in the Dow Jones US Chemical Industry Index as of December 31, 2022. The CMDC believes the companies in this index are representative of companies that face similar operational, demand, competitive and macroeconomic environments as we do and therefore represent an effective group for comparison of our relative TSR results. These companies are listed below:

  48. Compensation Decisions

    Compensation Decisions Base Salary The CMDC reviews and approves annually the base salaries for each of the NEOs. The CMDC also approves any increases to the base salaries of any officers at the time of promotion to an executive officer role. In setting base salaries, the CMDC considers a number of factors, including (i) the scope, complexity, and financial or business impact of the executive’s position, (ii) the executive’s level of expertise, experience (including time in the specific role) and individual performance, (iii) internal pay equity among the executive team, and (iv) how the executive’s base salary compares to the base salary of similarly situated executives at companies in our compensation peer group or in compensation surveys we review. As a result of these factors, base salaries may be set higher or lower than the median level of similarly situated executives at companies in our compensation peer group, when appropriate. The Company’s pay philosophy is that, in general, the pay for individuals new to a role should work toward the desired competitive pay positioning over time as they gain experience in the role. In most cases, the individual’s pay is expected to reach the desired competitive positioning within one to three years after taking the role. Similarly, an individual with significant experience and demonstrated success in the role or a similar role might have pay positioned above the market median. Based on the application of the above factors, the CMDC approved base salaries effective in March 2023 for the individuals who were our executive officers at the time. Mr. Kelly received a salary increase of approximately 20%, intended to maintain competitiveness with the updated compensation peer group and to recognize the increased size and complexity of the Engineered Materials business, which he leads, following the M&M Acquisition. To maintain competitiveness versus our compensation peer group, the CMDC also approved increases to Mr. Richardson’s, Mr. Kyrish’s and Ms. Duffie’s salaries upon their promotions to their current roles in November 2023. Base salaries as of December 31, 2023 are set forth in the table below.

  49. Compensation Decisions

    | | | | | | | | | Annual Incentive Plan (Performance measured over 1-year period) | | | | Long-Term Incentive Plan (Performance measured over 3-year period) | | | | Operating EBITDA | Free Cash Flow | Stewardship | | Adjusted EPS | ROCE | Relative TSR | | Daily Execution of Business Objectives | Long-Term Financial Health | Manufacturing Excellence | | Deploying Excess Cash Effectively | Efficient Investment of Cash Flow | Alignment with Shareholder Outcomes | | Focus on Cash Generation | Expense Control | Sustainable Business Practices | | Capital Structure Optimization | Capital Expenditures | Out-Performing Industry Peers | | Leverage Ratio | Pay Down Debt | People Safety | | Tax Efficiency | Long-Term M&A and Investment Decisions | | | | | Product Quality | | | | | | | | Emissions | | | | |

  50. Compensation Decisions

    Annual Incentive Plan Awards Plan Summary The CMDC approves a target annual incentive plan award, expressed as a percentage of salary, for each NEO based in part on market data for his or her position and level within the organization. 2023 target bonus percentages for each NEO, in their current roles, are shown below. For 2023, the actual annual incentive plan payouts could range from 0% – 200% of the target award based on our achievement of financial and stewardship performance targets and the achievement by the NEO of individual personal objectives established at the beginning of the year. See "2023 Business Performance Summary” below for the performance measures established for 2023 and the results against them.

  51. Compensation Decisions

    Individual performance modifier for NEOs other than the CEO. The CMDC believes that individual performance modifiers are valuable compensation components that can reward qualitative performance and value creation within each NEO’s area of responsibility or, alternatively, reduce payouts for individual performance that does not meet performance expectations. Our CEO recommends to the CMDC an individual performance modifier for each other NEO after the end of the fiscal year based on her assessment of each such NEO’s performance against his or her individual objectives. The individual performance modifier did not apply to the annual incentive plan award granted to our CEO for 2023. The CMDC believes that the CEO holds ultimate accountability for the performance of the organization as a whole, and therefore her annual incentive plan payout is based solely on the Company’s performance against the quantitative performance objectives set forth by the CMDC, which are described in detail below under "2023 Business Performance Summary.” Payout Formula. The formula for determining annual bonus payouts is as follows:

  52. Compensation Decisions

    | TARGET BONUS | | BUSINESS RESULTS | INDIVIDUAL RESULTS | | ANNUAL BONUS | | Eligible EarningsX | Target Bonus %X | Business Performance Modifier [0-200%]X | Individual Performance Modifier [0-150%] | = | Annual Performance Bonus Award [0-200%] | | | | | (Does not apply to CEO) | | (capped at 200% aggregate payout) |

  53. Compensation Decisions

    Eligible earnings is defined as the actual amount of base pay that is earned for the year, including the effect of any base salary adjustments made part-way through the year. The annual incentive plan award is paid in February or March of the year following the end of the performance period. Target Annual Award Amounts. The 2023 target annual incentive plan award for each of the NEOs is set forth in the following table. In February 2023, the CMDC determined to increase the target annual incentive plan bonus amount by 5% of eligible earnings for each of Ms. Ryerkerk, Mr. Kelly and Ms. Puckett to more closely align with competitive benchmarking for these roles and for Mr. Murray upon his promotion to SVP, Acetyls. In November 2023, the CMDC increased the target annual incentive plan bonus amount for Mr. Richardson by 10% upon his promotion to Chief Operating Officer and for Mr. Kyrish and Ms. Duffie upon their promotions to their respective current roles. For each of these individuals, the overall structure of annual incentive plan compensation (including metrics) was substantially identical prior to their most recent promotion other than the percentage of eligible earnings representing their target annual incentive plan amount.

  54. Compensation Decisions

    | Named Executive Officer | Target Annual Incentive Plan Bonus (% of Eligible Earnings)(1) | | Lori J. Ryerkerk | 140% | | Scott A. Richardson | 100% | | Chuck B. Kyrish | 75% | | Thomas F. Kelly | 80% | | Mark C. Murray | 75% | | Ashley B. Duffie | 65% | | Anne L. Puckett | 80% | | (1) Where an individual’s target annual incentive plan bonus is increased during the year in connection with a promotion (as was the case for Messrs. Richardson, Kyrish and Murray and Ms. Duffie in 2023), the aggregate year-end bonus is calculated in a pro-rated manner based on the time of year when the promotion and increase takes place. | |

  55. Compensation Decisions

    2023 Company Performance Goals and Objectives The 2023 annual incentive plan metrics were set in February 2023 as Operating EBITDA, free cash flow, and stewardship goals relating to occupational and process safety, the environment and product quality. Within each of these performance metrics, there are three incremental performance levels: threshold, target and superior. These goals require a high level of performance during the one-year performance period to be achieved. Threshold and superior levels are designed to provide a smaller award, or potentially no award, for lower levels of performance (threshold) as well as to reward exceptional levels of performance with higher payouts (superior). The 2023 annual incentive plan reflected refinements following the closing of the M&M Acquisition as described in the table below.

  56. Compensation Decisions

    | Refinement to Annual Incentive Plan Structure for 2023 | Rationale | | | Use of Operating EBITDA(1) as the primary financial metric (in lieu of Adjusted EBIT as in recent years)(1) | ✓ | More closely ties our team’s efforts and results to value creation for investors, as Operating EBITDA(1) multiples are key to how investors assess value in our industry (including how we assess valuation of acquisition targets). | | | ✓ | Operating EBITDA(1) is critical to our leverage ratio, and this metric serves to focus our teams on deleveraging and achieving our long-term leverage targets. | | | ✓ | Removes the effect of significant transaction amortization expenses from recent acquisitions (including most significantly the M&M Acquisition), which going forward are outside the control of our management team. | | Use of free cash flow(1) as the primary cash metric (in lieu of working capital as a percentage of sales as in recent years) | ✓ | As compared to the working capital metric in previous years, tying plan results to free cash flow(1) increases the number of employees across our business, manufacturing and functional teams that can take controllable actions to impact results. | | | ✓ | Free cash flow(1) is a key metric for our deleveraging and a key valuation measure used more broadly by our shareholders. | | 200% cap on annual incentive plan payouts (versus 300% in prior years) | ✓ | Aligns to compensation peer group benchmarking |

  57. Compensation Decisions

    (1) Adjusted EBIT, 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 reconciliation to the most comparable U.S. GAAP financial measure. When the CMDC set the performance goals for the 2023 annual incentive plan in February 2023, they considered our performance in 2022, our 2023 annual operating plan, our strategic plan to drive long-term earnings growth over time in various economic scenarios, and our objectives for the M&M Acquisition as communicated to shareholders. The CMDC set the threshold, target (or target range) and superior levels for Operating EBITDA and free cash flow to be in line with our internal, confidential business plan as of February 2023, taking into account potential business scenarios and risks as well as known business headwinds and tailwinds. The CMDC decided to set a range for the achievement of target results for Operating EBITDA and free cash flow due to (i) economic volatility, (ii) uncertainty regarding the pace of recovery of the M&M Business in 2023 following the November 2022 closing and (iii) the general difficulty of forecasting results with precision given the complexities of the industry in which we operate. Operating EBITDA Metric. The entire target range for the Operating EBITDA metric, detailed below under “2023 Business Performance Summary,” was set above actual achievement for 2022 to reflect earnings growth as a strategic priority. The target range reflected significant earnings growth expectations in the Engineered Materials business, partially offset by an expected reduction in earnings in the Acetyl Chain, due primarily to anticipated pricing moderation, and increased corporate expenses following the addition of several thousand employees through the M&M Acquisition.

  58. Compensation Decisions

    | 2023 AIP Goal Setting: Key Initiatives and Factors Forecasted to Drive 2023 Performance | | | | | Acetyl Chain | | Engineered Materials | | | ⬧ | Anticipated declines in pricing more than offsetting volume growth due to increased industry production capacity | ⬧ | Grow earnings in the M&M Business through multiple commercial initiatives | | ⬧ | Achieve efficiencies and improve margins through integration of acetate tow and flake products into the Acetyl Chain business | ⬧ | Drive acquisition synergies and margin improvement throughout the Engineered Materials business |

  59. Compensation Decisions

    Free Cash Flow Metric. The range of free cash flow required to achieve the target level of performance was set in line with our internal annual operating plan including the key initiatives described above and expected EBITDA growth offset by increased cash interest expense associated with the debt incurred to finance the M&M Acquisition. The year-over-year increase in cash interest expense is the primary reason why the target range for free cash flow performance in 2023 was set below actual 2022 performance. Stewardship Metrics. As part of our continued commitment to our employees and communities and the sustainability of our operations, we have included stewardship metrics in our annual incentive programs for the last 16 years. The CMDC sets the stewardship targets in consultation with the EHSQPP Committee. To demonstrate Celanese’s commitment to continuous improvement the target and superior levels are generally set to reflect improvement over recent years’ performance and in line with long-term improvement and integration objectives reviewed by the EHSQPP Committee. We believe our results on these metrics demonstrate top-tier stewardship performance within our industry. Beginning in 2023, our performance under the occupational safety metric is measured using an industry-standard rate-based reporting method (TRIR) rather than the number of reportable incidents as in prior years. In addition to aligning to our compensation peer group, this change is intended to facilitate comparison of year-over-year results as the company grows (for example, the size of our workforce, and thus the number of hours worked, grew significantly as a result of the M&M Acquisition) and aligns with metrics used by many other companies in our industry. This change did not impact payout levels. 2023 Business Performance Summary The threshold, target (or target range) and superior annual incentive plan performance levels approved by the CMDC in February 2023, the actual performance achieved, and the corresponding payout percentages are set forth in the table below.

  60. Compensation Decisions

    | Metric | Weighting | Threshold | Target | Superior | Actual | Achievement | Weighted Payout | | Financial Performance Metrics: | | | | | | | | | Operating EBITDA(1) ($ million) | 60% | $2,408 | $2,870- 3,150 | $3,460 | $2,444 | 54% | 32.4% | | Free Cash Flow(2) | 20% | $840 | $1,000- 1,100 | $1,207 | $1,320 | 200% | 40.0% | | Stewardship Metrics: | | | | | | | | | Occupational Safety(3) | 5% | 0.26 | 0.22 | 0.2 | 0.11 | 200% | 10.0% | | Process Safety(4) | 5% | 15 | 12 | 10 | 10 | 200% | 10.0% | | Environment(5) | 5% | 19 | 14 | 12 | 5 | 200% | 10.0% | | Quality(6) | 5% | 13 | 9-10 | 8 | 7 | 200% | 10.0% | | Aggregate Business Performance Modifier(7) | | | | | | | 112.4% |

  61. Compensation Decisions

    (3)For purposes of assessing occupational safety, the Company uses total recordable incident rate (TRIR) under Occupational Safety and Health Administration reporting methods, calculated as the number of incidents per 200,000 work hours of both employees and contractors. (4)Process safety includes the actual number of incidents of an unplanned or uncontrolled release of primary containment in a process that results in an injury, fire, explosion, community impact or exceeds a threshold quantity. (5)Environmental stewardship includes the actual number of significant and major chemical releases into the environment (defined in accordance with industry standards) that result in a shelter-in-place, evacuation or off-site impact or that require non-routine regulatory reporting. (6)Quality stewardship includes the actual number of product quality incidents measuring ‘high-severity’ using our internal quality notification definitions. (7)Actual annual incentive plan payouts are further impacted by the individual performance modifiers assigned to each NEO (other than the CEO). 2023 Individual Performance Assessments Purpose and Process Process for CEO. At the beginning of each fiscal year, the CEO and the CMDC jointly set the annual, individual performance objectives for the CEO after considering input from all independent members of the Board. Performance against objectives is reviewed throughout the year on a periodic basis. At the end of the fiscal year, the CEO submits to the CMDC and the full Board a performance self-assessment outlining the CEO’s self-assessment of her achievement of company and individual objectives and contributions to our financial performance. Process for other NEOs. At the beginning of each fiscal year, the CEO develops the individual performance objectives for each other NEO in consultation with each such NEO, subject to review and approval by the CMDC. At the end of the fiscal year, the CEO conducts a final review with each of her direct reports, including each NEO, and rates their individual performance as well as contributions to company performance. The CEO then submits to the CMDC a performance assessment and compensation recommendation for each of the other NEOs. CMDC Decisions. The CMDC refers to the individual performance of the CEO and the other NEOs in determining any merit increases in base salary as well as, for NEOs other than the CEO, the individual performance modifiers for the annual incentive plan. The CMDC, with input from the full Board and its independent compensation consultant, determines in executive session the CEO’s base salary, target bonus and long-term incentive awards for the upcoming year. The CMDC reviews and approves these amounts and the individual performance modifiers for the other NEOs, based in part on the recommendations by the CEO. NEO Performance Assessments for 2023 Our NEOs’ 2023 individual performance objectives revolved around the following primary themes: •executing and delivering on synergy targets from the M&M Acquisition to drive earnings and cash flow in support of our deleveraging strategy; •driving continuous improvement in safety, quality and reliability; • optimizing full-company organizational design, structure, and culture to successfully integrate the M&M Business and talent into a scalable and efficient model, through leadership engagement and talent programs; • building a diverse leadership pipeline through purposeful development to advance successor readiness for critical roles and align talent to key business opportunities; • refreshing the enterprise-wide strategy following the M&M Acquisition;

  62. Compensation Decisions

    | Feature | Performance-Based PRSU Awards | | Form of award | Performance-vesting restricted stock unit | | Performance period | Three years(1) | | Performance measure(s) | Adjusted EPS(2) (70%) (earnings measure) and Return on Capital Employed (ROCE)(2) (30%) (return measure) | | Threshold payout | 50% of target | | Maximum payout | 200% of target | | Relative TSR Payout Modifier | 2022 and 2023 PRSUs: Can modify PRSU payouts by plus or minus 20% based on our stock price performance relative to companies in the Dow Jones US Chemical Index. Years prior to 2022: PRSU payouts limited if our TSR over the performance period falls below certain levels relative to the S&P 500 index of companies. | | Dividends on unvested awards | None |

  63. Compensation Decisions

    | Relative TSR Compared to the Dow Jones US Chemical Index | PRSU Award Payout Modifier | | Less than the 25th percentile | 80% | | 25th - 75th percentile | 100% (i.e. no modification to payout) | | Greater than the 75th percentile | 120% |

  64. Compensation Decisions

    stated goals for Adjusted EPS accretion in the years after closing and (2) adjusted the ROCE target downwards to reflect the post-closing business plan as well as the significant increase in Capital Employed (the denominator used in this metric) due to the acquisition. Such adjustments were designed to preserve the rigor of the originally established goals in light of the expanded scope of the Company’s business following completion of the M&M Acquisition. These adjustments did not result in any incremental accounting or compensation expense associated with these PRSUs. Time-Based Stock Options. Time-based options granted to NEOs under the 2023 LTIP vest in three equal annual installments on February 15, 2024, 2025 and 2026. The CMDC determined to change the time-based portion of the 2023 LTIP from time-based restricted stock units (RSUs) granted in prior years to stock options for the NEOs to promote strong alignment between executive payouts and shareholder value creation following the M&M Acquisition, including rewarding the achievement of our integration, synergy capture and deleveraging objectives. Such stock options will only have value to the extent our share price appreciates above the exercise price, which was determined based on the high and low trading prices on the grant date of the award. Payouts on Previously-Granted LTIP Awards Fifty percent of the PRSUs granted to NEO’s as part of the 2021 LTIP were earned and paid out based on Adjusted EPS and ROCE over a performance period of January 1, 2021 through June 30, 2022, and these results were disclosed in the Company’s 2023 proxy statement. The remaining portion of the 2021 PRSUs were earned based on Adjusted EPS and ROCE over a performance period from January 1, 2021 through December 31, 2023. The results for the three-year tranche of the 2021 LTIP are set forth in the table below (reflecting the adjustments made by the CMDC for the M&M Acquisition as described above). Adjusted EPS results for purposes of the 2021 LTIP equate to our externally-reported results. As noted in the table below, strong performance over the 2021-2023 performance period drove Adjusted EPS and ROCE results meaningfully above superior performance levels for the 2021 LTIP. We believe that our performance over this period was driven by actions of our leadership to (i) preserve earnings and cash flow and to optimize our production network during the height of the COVID-19 pandemic in 2020 and (ii) navigate supply chain disruptions, maintain margins and flex our production network to optimize earnings during demand recovery in 2021 and 2022. Cumulative Adjusted EPS over the 2021-2023 performance period was $42.92, exceeding our previous three-year record of $41.64 achieved from 2020 through 2022.

  65. Compensation Decisions

    | Performance Measure | Metric Weighting | Threshold | Target | Superior | Actual | Payout | | 2021 LTIP (portion vested February 15, 2024) | | | | | | | | Adjusted EPS over 3-year period(1) (2) (3) | 70% | $27.65 | $33.50 | $38.00 | $42.92 | 200.0% | | Return on Capital Employed(1)(4) | 30% | 10.7% | 15.2-17.2% | 19.7% | 22.6% | 200.0% | | Aggregate payout | | | | | | 200.0% |

  66. Compensation Governance

    Compensation Governance Compensation and Management Development Committee Oversight The CMDC, which consists entirely of independent directors, is responsible for establishing compensation policies and programs that are consistent with our business strategy and aligned with our shareholders’ interests. Specifically, the CMDC is responsible for: •reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and our other NEOs; •evaluating the performance and compensation of the CEO and our other NEOs in light of their established goals and objectives; •reviewing and approving both target and actual pay levels of the CEO and our other NEOs; and •reviewing and approving incentive and equity-based compensation plans, including our annual incentive plan and our long-term incentive plans, and all grants of awards under such plans to our NEOs. Role of the CMDC’s Independent Compensation Consultant Pursuant to its charter, the CMDC has authority to retain and terminate any compensation consultant. During 2023, the CMDC retained Willis Towers Watson PLC (“WTW”) as its independent compensation consultant to advise it in connection with executive compensation matters. Representatives of WTW regularly attend CMDC meetings as requested by its chair, and report directly and exclusively to the CMDC on matters relating to compensation for the NEOs. In 2023, WTW provided the following services to the CMDC: •reviewed and provided guidance on compensation plan design; •reviewed the composition of our compensation peer group; •conducted an analysis of our compensation for the CEO and the other NEOs, and assessed how target and actual compensation aligned with our philosophy and objectives as well as executive compensation paid by our compensation peer group; and •provided market data, historical compensation information, internal equity comparisons, share usage and dilution data, competitive practice information, and recommendations regarding compensation trends, compensation strategy and our proxy statement. In addition, WTW analyzed and benchmarked non-employee director compensation at the request of the NCG Committee, the independent committee responsible for non-employee director compensation. In addition to the executive compensation services provided to the CMDC, and the director compensation services provided to the NCG Committee, specialized teams at WTW and affiliates provided certain services to the Company in 2023 at the request of management consisting of (i) pension valuation and other services for broad-based defined benefit plans that we sponsor; (ii) total rewards consulting services, including advice in connection with union negotiations, annuity purchases and analysis for M&A activity; (iii) non-customized executive and non-executive compensation survey data; and (iv) insurance procurement services for directors’ and officers’ and other specialized insurance coverages. In fiscal 2023, the Company paid approximately $150,000 to WTW for its executive and director compensation services to the CMDC and the NCG Committee and approximately $4,339,000 to WTW for its other services to the Company. The CMDC believes that, given the nature and scope of these services, the provision of these additional services did not raise any conflict of interest pursuant to applicable SEC and NYSE rules and did not impair WTW’s ability to provide independent advice to the CMDC concerning executive compensation matters and concluded that no conflicts of interest existed.

  67. Additional Information Regarding Executive Compensation

    defined benefit pension plan, the Celanese Americas Retirement Pension Plan, was frozen as of the end of 2013. Messrs. Richardson, Kyrish and Kelly and Ms. Duffie, who were employed by us before the freeze date, participate in the plan. For more information about these plans and NEO participation in them, see “2023 Summary Compensation Table”, “2023 Pension Benefits Table” and “2023 Nonqualified Deferred Compensation Table”. Severance Plan In order to offer a competitive benefit that allows for consistent administration without negotiations of special payments, we have an Executive Severance Benefits Plan (“Severance Plan”) for our NEOs. The Severance Plan provides cash payments upon involuntary termination without cause (as defined in the Severance Plan), but is not available in the event of a change in control to individuals that have a change in control agreement as described below. See “Potential Payments Upon Termination or Change In Control” for additional information. Change in Control Agreements We have change in control agreements with each of our NEOs to ensure that management will objectively consider potential transactions that may benefit shareholders without regard to any potential impact on their continued employment. The change in control agreements provide for a cash payment to be made following a termination of employment by the Company without cause or by the NEO with good reason (as defined in the agreements) within two years following a change in control. See “Potential Payments Upon Termination or Change In Control” for additional information. In approving the form of change in control agreement, the CMDC considered the prevalence and terms of such agreements at the companies in our compensation peer group based on data collected for the Company by the CMDC’s independent compensation consultant at the time. The CMDC also determined that the uniform non-compete and non-solicit clauses contained in such agreements provide a significant benefit to the Company. None of the change in control agreements in effect with our NEOs contains a tax gross-up. No Employment Agreements We do not have any employment agreements with any of our NEOs. All of our currently employed NEOs are “at will” employees. For a description of our recent separation agreement with Ms. Puckett, please refer to “Potential Payments Upon Termination or Change In Control — Post-Termination Table — Ms. Puckett's Separation Agreement.” Executive Stock Ownership Requirements The CMDC has adopted stock ownership guidelines for our NEOs, as shown in the table below. The types of securities that count toward required share ownership include only (i) shares of Common Stock owned outright, whether individually or through beneficial ownership in a trust or partnership, (ii) shares of Common Stock or share equivalents held in a Company-sponsored deferred compensation or retirement plan, and (iii) 60% of unvested time-based RSUs that will vest within one year of the measurement date. Unvested PRSUs and unexercised stock options do not count toward required share ownership. Each NEO has five years from the date of hire or promotion to achieve the required ownership level. Failure to meet stock ownership requirements, or failure to make a meaningful effort to do so, may result in the NEO not receiving future base salary increases or long-term incentive awards, and may also make the NEO ineligible for promotion. The following table sets forth the ownership requirement (expressed as a multiple of base salary) for each of our NEOs. As of December 31, 2023, with reference to base salary as of the end of 2023, and — whether using a reference stock price of $117.71, the weighted average of 2023 share trading prices, or $155.37, the closing stock price on the last trading day of the year December 29, 2023, all NEOs were in compliance with our current ownership guidelines or were on track for compliance by the applicable deadline based on their respective hire or promotion dates.

  68. Additional Information Regarding Executive Compensation

    (1) Calculated using $117.71, the weighted average share trading price in 2023, and base salary as of the end of 2023. (2) As previously announced, Ms. Puckett departed the company on February 19, 2024. She was in compliance as of December 31, 2023. Executive Compensation Clawback Policies In order to further align management’s interests with the interests of shareholders and support good governance practices, the CMDC maintains robust clawback policies (also known as recoupment policies) applicable to bonuses paid out under our annual incentive plan and to all long-term incentive plan awards. Our clawback policy with respect to financial restatements requires recoupment or cancellation of incentive-based compensation (defined consistently with SEC Rule 10D-1 and associated NYSE listing requirements) from SEC Section 16 officers, and allows recoupment or cancellation of such compensation from other incentive plan participants, in each case in the event of a financial restatement, including for specified periods following termination of employment with us, all in accordance with SEC Rule 10D-1 and associated NYSE listing requirements. Our separate clawback policy with respect to detrimental conduct or the violation of restrictive covenants allows recoupment or cancellation of an award (including both time-based and performance-based equity awards) in the case of (i) an act or omission constituting a violation of the Company’s business conduct policy or other policy causing material financial harm to the Company, (ii) fraud or ethical misconduct contributing to the need for a financial restatement, (iii) an act for which the employee or the Company could be held civilly or criminally liable, or (iv) violations of restrictive covenants relating to (a) disclosing confidential or proprietary information, (b) competing with us, (c) soliciting or hiring employees or certain former employees, and (d) soliciting any consultants of ours to cease working with us, in each case, for a specified period following the termination of the award recipient’s employment with us for any reason. In addition, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and Chief Financial Officer will be required to reimburse us for any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document, and any profits realized from the sale of securities of the Company during those 12 months.

  69. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes all compensation for the fiscal years ended December 31, 2023, 2022 and 2021 awarded to, earned by, or paid to each of the NEOs:

  70. 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non- Equity Incentive Plan Compen- sation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($)(4) | All Other Compen- sation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Lori J. Ryerkerk Chair, Chief Executive Officer and President | 2023 | 1,294,178 | — | 6,649,930(6) | 2,849,970(7) | 2,036,518 | — | 142,366 | 12,972,962 | | | 2022 | 1,260,577 | — | 7,999,809 | — | 1,594,566 | — | 112,831 | 10,967,783 | | | 2021 | 1,180,000 | — | 8,649,886 | — | 2,641,548 | — | 99,558 | 12,570,992 | | Scott A. Richardson Executive Vice President and Chief Operating Officer | 2023 | 714,534 | — | 1,889,911(6) | 809,992(7) | 749,326 | 5,000 | 88,608 | 4,257,371 | | | 2022 | 678,300 | — | 1,999,756 | — | 686,412 | — | 87,938 | 3,452,406 | | | 2021 | 646,000 | — | 2,899,928 | — | 1,323,770 | 5,000 | 88,206 | 4,962,904 | | Chuck B. Kyrish Senior Vice President and Chief Financial Officer | 2023 | 413,000 | — | 227,429(6) | 97,481(7) | 270,636 | 5,000 | 45,439 | 1,058,985 | | Thomas F. Kelly Senior Vice President, Engineered Materials | 2023 | 673,219 | — | 1,189,888(6) | 509,985(7) | 605,358 | 1,000 | 84,081 | 3,063,531 | | | 2022 | 581,135 | 200,000 | 1,299,763 | — | 551,331 | 1,000 | 63,925 | 2,697,154 | | | 2021 | 557,000 | 200,000 | 1,869,984 | — | 872,830 | — | 63,516 | 3,563,330 | | Mark C. Murray Senior Vice President, Acetyls | 2023 | 509,247 | — | 682,403(6) | 292,480(7) | 429,295 | — | 56,058 | 1,969,483 | | Ashley B. Duffie Senior Vice President and General Counsel | 2023 | 455,153 | — | 349,953(6) | 149,985(7) | 298,258 | 4,000 | 60,127 | 1,317,476 | | Anne L. Puckett Former Senior Vice President, General Counsel and Corporate Secretary | 2023 | 600,000 | — | 979,963(6) | 419,994(7) | 539,520 | — | 66,000 | 2,605,477 | | | 2022 | 587,615 | 66,667 | 1,199,853 | — | 557,477 | — | 64,638 | 2,476,250 | | | 2021 | 536,000 | 66,667 | 1,869,984 | — | 796,081 | — | 61,182 | 3,329,914 |

  71. 2023 Summary Compensation Table

    (1)Effective November 8, 2023, Mr. Richardson was appointed Executive Vice President and Chief Operating Officer, Mr. Kyrish was appointed Senior Vice President and Chief Financial Officer, and Ms. Duffie was appointed Senior Vice President and General Counsel. As previously announced, Ms. Puckett departed from the Company in February 2024, following service in a transition role. Information is not provided for years prior to 2023 for Mr. Murray, Mr. Kyrish and Ms. Duffie, because such individuals were not named executive officers prior to such year. (2)Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2018 GIP computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC

  72. 2023 Summary Compensation Table

    | | Executive Compensation |

  73. 2023 Summary Compensation Table

    Topic 718”). The method and assumptions used to calculate such value are set forth in notes 6 and 7 below and additional information is set forth in the “2023 Grants of Plan-Based Awards Table” on a grant-by-grant basis. (3)For 2023, represents Annual Incentive Plan award cash payouts with respect to 2023 performance. Further information about the Annual Incentive Plan is set forth in “Compensation Discussion and Analysis — Compensation Decisions — Annual Incentive Plan Awards" and the “2023 Grants of Plan-Based Awards Table”. (4)Consists entirely of the respective aggregate change in the actuarial present value of each individual’s pension benefits based on a discount rate of 5.12% for 2023. The values shown assume retirement from the Celanese Americas Retirement Pension Plan (“CARPP”) and the Celanese Americas Supplemental Retirement Savings Plan (“CASRSP”) (as applicable) for Messrs. Richardson, Kyrish and Kelly and Ms. Duffie at age 65 with a life only benefit under the CARPP and the CASRSP, as applicable. See “2023 Pension Benefits Table” and accompanying text. (5)The amounts reported in this column with respect to fiscal 2023 consist of the following: (a) Aggregate Company contributions, including matching and retirement contributions made for 2023, under the Company’s tax-qualified and non-qualified defined-contribution retirement plans, including the Celanese Americas Retirement Savings Plan (“CARSP”), a tax-qualified, defined contribution (401(k)) plan, and the CASRSP, an unfunded, non-qualified defined contribution plan: Ms. Ryerkerk, $142,366, Mr. Richardson, $78,608, Mr. Kyrish $45,439, Mr. Kelly $74,081, Mr. Murray $56,058, Ms. Duffie $48,874, and Ms. Puckett, $66,000. The CARSP is available to substantially all of our U.S. employees, including all the NEOs based in the U.S. The plan is subject to the provisions of ERISA. Each eligible participant is entitled to a 6% match of his or her pre-tax and after-tax contributions to the CARSP and an allocation of 5% of his or her salary up to the Code Section 401(a)(17) limit ($330,000 in 2023) in lieu of the former pension plan contribution under the Celanese Americas Retirement Pension Plan (“Retirement Contributions”). The amount contributed to the plan by or on behalf of a participant is limited by Code Section 415 and is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP chosen by the participant. Each of the NEOs is entitled to an allocation under the CASRSP equal to (a) Retirement Contributions limited by Code Section 415 and not contributed to the CARSP, and (b) 6% of his or her salary in excess of the compensation limits under the CARSP (“Excess Earnings Contributions”). The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP which is currently the 1-3 year Government/Credit Bond Index Fund. Additional information about the CASRSP is set forth in the “2023 Nonqualified Deferred Compensation Table” and accompanying text. (b) The Company provides reimbursement of up to $10,000 annually (with no tax gross-up) for personal financial planning and wealth management services to the NEOs. The Company also provided certain tax and financial advisory services benefits in 2023 to Ms. Duffie related to a prior expatriate assignment in China. From time to time, our NEOs travel for business purposes on Company-provided aircraft for security and safety reasons and to maximize the efficiency of their travel and availability for Company business. Perquisites and personal benefits were excluded for all of the NEOs to the extent that the total value of all perquisites and personal benefits for an NEO was less than $10,000. In addition, the table does not include any amounts for personal benefits provided to any of the NEOs for which we believe there is no aggregate incremental cost to us. No tax gross-ups were paid to any NEO during 2023.

  74. 2023 Summary Compensation Table

    | | Executive Compensation |

  75. 2023 Summary Compensation Table

    (6)The stock awards for 2023 consisted of annual equity awards of PRSUs under the 2023 long-term incentive plan (LTIP). The per-unit fair value of the 2023 PRSUs was calculated to be $116.69, as determined using a Monte Carlo simulation model with reference to the date of grant, discounted for lack of dividend participation and for implications of the potential application of the TSR modifier feature, and adjusted for a performance premium. Payout of such PRSUs can range from a minimum of 0% to a maximum of 200% of target. The target and maximum potential values of the award of PRSUs for the NEOs granted in 2023 using the fair value discussed above, assuming performance at the target and maximum levels of performance conditions, is set forth below. Actual performance, and the stock price at the eventual payout dates, is uncertain.

  76. 2023 Summary Compensation Table

    | | 2023 Annual PRSU Awards | | | | | Name | Target Number of PRSUs | Value at Target Performance | Maximum Number of PRSUs | Value at Highest Performance | | Lori J. Ryerkerk | 56,988 | $6,649,930 | 113,976 | $13,299,860 | | Scott A. Richardson | 16,196 | $1,889,911 | 32,392 | $3,779,822 | | Chuck B. Kyrish | 1,949 | $227,429 | 3,898 | $454,858 | | Thomas F. Kelly | 10,197 | $1,189,888 | 20,394 | $2,379,776 | | Mark C. Murray | 5,848 | $682,403 | 11,696 | $1,364,806 | | Ashley B. Duffie | 2,999 | $349,953 | 5,998 | $699,906 | | Anne L. Puckett | 8,398 | $979,963 | 16,796 | $1,959,926 |

  77. 2023 Summary Compensation Table

    (7)The fair value of the stock options granted to our NEOs under the 2023 LTIP as part of the annual award was calculated to be $36.36 per stock option. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes option pricing method. Stock option awards are granted with an exercise price equal to the average of the high and low price of the Company's Common Stock on the grant date. The expense related to the Company's stock option awards is recognized over the vesting period of the respective grant on a straight-line basis. Stock options issued under the 2023 LTIP have a contractual term of ten years and vest in three annual installments. The Company recognizes forfeitures as they occur. The assumptions used in the Company’s Black-Scholes option pricing model for stock options include expected volatility, expected life, risk-free interest rate, and expected dividends. The computation of the expected volatility assumption used in the Black-Scholes calculation for new grants is based on the historical volatility of the price of the Company’s Common Stock for periods commensurate with the expected life. When establishing the expected life assumptions, as the Company does not have sufficient historical exercise or post-vest cancellation activity, the expected life of stock options is determined using the “simplified” method, as prescribed in the SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the stock option. The risk-free interest rate is determined by converting the semi-annual zero-coupon U.S. Treasury rates as of the grant date to continuously compounded rates. The continuously compounded risk-free rate is then selected that is commensurate with the expected life. The dividend yield is based on the quotient of the Company’s latest quarterly dividend annualized and the grant price of the Company’s Common Stock.

  78. 2023 Summary Compensation Table

    | | Executive Compensation |

  79. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table summarizes incentive awards and other plan-based awards granted to each of the NEOs during the fiscal year ended December 31, 2023:

  80. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards | | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | | | | | Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | | | Name | Grant Date | Thres- hold ($) | Target ($) | Maxi- mum ($) | Thres-hold (#) | Target (#) | Maxi- mum (#) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (j) | | (l) | | Lori J. Ryerkerk | | | | | | | | | | | | AIP(1) | N/A | 905,925 | 1,811,849 | 3,623,698 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | 28,494 | 56,988 | 113,976 | — | — | 6,649,930 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 78,382 | 116.93 | 2,849,970 | | Scott A. Richardson | | | | | | | | | | | | AIP(1) | N/A | 333,330 | 666,660 | 1,999,980 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | 8,098 | 16,196 | 32,392 | — | — | 1,889,911 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 22,277 | 116.93 | 809,992 | | Chuck B. Kyrish | | | | | | | | | | | | AIP(1) | N/A | 120,390 | 240,779 | 722,337 | — | — | — | — | — | — | | PRSUs(2) | 44985 | — | — | — | 975 | 1,949 | 3,898 | — | — | 227,429 | | Stock Options(2) | 44985 | — | — | — | — | — | — | 2,681 | 116.93 | 97,481 | | Thomas F. Kelly | | | | | | | | | | | | AIP(1) | N/A | 269,288 | 538,575 | 1,615,725 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | 5,099 | 10,197 | 20,394 | — | — | 1,189,888 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 14,026 | 116.93 | 509,985 | | Mark C. Murray | | | | | | | | | | | | AIP(1) | N/A | 190,968 | 381,935 | 1,145,805 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | 2,924 | 5,848 | 11,696 | — | — | 682,403 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 8,044 | 116.93 | 292,480 | | Ashley B. Duffie | | | | | | | | | | | | AIP(1) | N/A | 132,677 | 265,354 | 796,062 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | — | 2,999 | 5,998 | — | — | 349,953 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 4,125 | 116.93 | 149,985 |

  81. 2023 Grants of Plan-Based Awards Table

    | | Executive Compensation |

  82. 2023 Grants of Plan-Based Awards Table

    | Anne L. Puckett | | | | | | | | | | | | AIP(1) | N/A | 240,000 | 480,000 | 1,440,000 | — | — | — | — | — | — | | PRSUs(2) | 2/28/23 | — | — | — | 4,199 | 8,398 | 16,796 | — | — | 979,963 | | Stock Options(2) | 2/28/23 | — | — | — | — | — | — | 11,551 | 116.93 | 419,994 |

  83. 2023 Grants of Plan-Based Awards Table

    (1)2023 Annual Incentive Plan. For purposes of this table, (i) the “threshold” bonus amount is calculated based on all performance measures being achieved at the plan threshold levels (50% of target bonus); (ii) the “target” bonus amount is calculated based on all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based on all performance measures being achieved at the plan superior levels (200% of target bonus); and (iv) the individual performance modifier (0-150%) for each NEO (other than our CEO) being equal to 100% in the “threshold” and “target” scenarios and 150% in the “maximum” scenarios, in each case with respect to the executive’s eligible earnings for 2023 as set forth in the “Salary” column in the “2023 Summary Compensation Table”. Annual Incentive Plan awards are capped at 200% of target for NEOs. See “Compensation Discussion and Analysis — Compensation Decisions — Annual Incentive Plan Awards” for additional information. (2)2023 LTIP. The 2023 LTIP was comprised of 70% PRSUs and 30% time-based stock options. The PRSUs were awarded under the 2018 GIP and vest, if at all, in full on February 15, 2026, subject to the Company’s achievement of target levels of Adjusted EPS and Return on Capital Employed during fiscal years 2023-2025. See “Compensation Decisions — Long-Term Incentive Compensation” and “Exhibit A” for more information about these awards and performance measures. The time-based stock options were awarded under the 2018 GIP and vested 33% on February 15, 2024 and will vest 33% on February 15, 2025 and 34% on February 15, 2026.

  84. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table The following table summarizes outstanding equity awards held by each of the NEOs as of December 31, 2023, including the vesting dates for the portions of these awards that have not yet vested:

  85. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexer- cised Options (#) Exercisable | Number of Securities Underlying Unexer- cised Options (#) Unexer-cisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Lori J. Ryerkerk | | | | | | | | | | | | 2/10/21 | — | — | — | — | 3,556(4) | 552,496 | 61,828(5) | 9,606,216 | | | 2/9/22 | — | — | — | — | 10,381(6) | 1,612,896 | 35,191(7) | 5,467,626 | | | 2/28/23 | — | — | — | — | — | — | 56,988(8) | 8,854,226 | | | 2/28/23 | — | 78,382(3) | 116.93 | 2/27/33 | — | — | — | — | | Scott A. Richardson | | | | | | | | | | | | 2/10/21 | — | — | — | — | 1,194(4) | 185,512 | 20,728(5) | 3,220,509 | | | 2/9/22 | — | — | — | — | 2,595(6) | 403,185 | 8,797(7) | 1,366,790 | | | 2/28/23 | — | — | — | — | — | — | 16,196(8) | 2,516,373 | | | 2/28/23 | — | 22,277(3) | 116.93 | 2/27/33 | — | — | — | — |

  86. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | Executive Compensation |

  87. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | Chuck B. Kyrish | | | | | | | | | | | | 2/10/21 | — | — | — | — | 247(4) | 38,376 | 3,460(5) | 537,580 | | | 2/9/22 | — | — | — | — | 422(6) | 65,566 | 1,429(7) | 222,024 | | | 2/28/23 | — | — | — | — | — | — | 1,949(8) | 302,816 | | | 2/28/23 | — | 2,681(3) | 116.93 | 2/27/2033 | — | — | — | — | | Thomas F. Kelly | | | | | | | | | | | | 2/10/21 | — | — | — | — | 769(4) | 119,480 | 13,366(5) | 2,076,675 | | | 2/9/22 | — | — | — | — | 1,687(6) | 262,109 | 5,718(7) | 888,406 | | | 2/28/23 | — | — | — | — | — | — | 10,197(8) | 1,584,308 | | | 2/28/23 | — | 14,026(3) | 116.93 | 2/27/2033 | — | — | — | — | | Mark C. Murray | | | | | | | | | | | | 7/13/22 | — | — | — | — | 4,767(9) | 740,649 | 3,023(7) | 469,684 | | | 2/28/23 | — | — | — | — | — | — | 5,848(8) | 908,604 | | | 2/28/23 | — | 8,044(3) | 116.93 | 2/27/2033 | — | — | — | — | | Ashley B. Duffie | | | | | | | | | | | | 2/10/21 | — | — | — | — | 247(4) | 38,376 | 3,460(5) | 537,580 | | | 2/9/22 | — | — | — | — | 422(6) | 65,566 | 1,429(7) | 222,024 | | | 2/28/23 | — | — | — | — | — | — | 2,999(8) | 465,955 | | | 2/28/23 | — | 4,125(3) | 116.93 | 2/27/2033 | — | — | — | — | | Anne L. Puckett(10) | | | | | | | | | | | | 2/10/21 | — | — | — | — | 769(4) | 119,480 | 13,366(5) | 2,076,675 | | | 2/9/22 | — | — | — | — | 1,558(6) | 242,066 | 5,278(7) | 820,043 | | | 2/28/23 | — | — | — | — | — | — | 8,398(8) | 1,304,797 | | | 2/28/23 | — | 11,551(3) | 116.93 | 2/27/2033 | — | — | — | — |

  88. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    (1)Vesting treatment upon termination of employment is described under “Potential Payments Upon Termination or Change in Control — Long-Term Incentive Awards”. (2)For PRSUs, the market or payout value has been computed based on the number of units set forth in the preceding column for the 2021, 2022 and 2023 PRSUs, multiplied by the closing stock price of $155.37 on December 29, 2023, the last trading day in 2023. Actual performance and payout value may vary. For time-based RSUs, the market value has been computed based on the number of unvested RSUs outstanding at the close of business on December 31, 2023 multiplied by the closing stock price on December 29, 2023 (the last trading day of 2023). Actual payout values may vary. (3)Represents stock options granted in February 2023 under our 2023 LTIP. These stock options vested 33% on February 15, 2024 and will vest 33% on February 15, 2025 and 34% on February 15, 2026. (4)Represents RSUs granted in February 2021 under our 2021 LTIP. These RSUs vested 33% on each of February 15, 2022 and 2023, and 34% on February 15, 2024. (5)Represents PRSUs granted under our 2021 LTIP, adjusted for actual performance at 200% of target. These PRSUs vested in full on February 15, 2024. (6)Represents RSUs granted in February 2022 under our 2022 LTIP. These RSUs vested 33% on each of February 15, 2023 and 2024, and will vest 34% on February 15, 2025. (7)Represents PRSUs granted under our 2022 LTIP. These PRSUs vest in full on February 15, 2025 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2022-2024 against pre-established performance measures. (8)Represents PRSUs granted under our 2023 LTIP. These PRSUs vest in full on February 15, 2026 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2023-2025 against pre-established performance measures. (9)Represents RSUs granted in July 2022 under our 2022 LTIP. These RSUs vested 33% on July 13, 2023 and will vest 33% on July 13, 2024 and 34% on July 13, 2025. (10)Ms. Puckett’s awards granted in 2021 vested in full on February 15, 2024. A pro-rata portion of her outstanding time-based equity awards will vest and a pro-rata portion of her outstanding performance-based restricted stock units will remain outstanding and eligible to vest based on attainment of the applicable performance goals over the relevant performance periods, in each case consistent with the terms of the award agreements for a termination without cause. For additional information, see “2023 Compensation Decisions — Long-Term Incentive Compensation” above.

  89. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | Executive Compensation |

  90. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table summarizes the vesting of stock awards of each NEO during the fiscal year ended December 31, 2023. No NEOs exercised any stock options during fiscal 2023.

  91. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | (a) | (b) | (c) | (d) | (e) | | Lori J. Ryerkerk | — | — | 64,028 | 7,783,244 | | Scott A. Richardson | — | — | 23,387 | 2,842,924 | | Chuck B. Kyrish | — | — | 4,851 | 589,688 | | Thomas F. Kelly | — | — | 15,132 | 1,839,446 | | Mark C. Murray | — | — | 2,346 | 286,280 | | Ashley B. Duffie | — | — | 4,746 | 576,924 | | Anne L. Puckett | — | — | 15,068 | 1,831,666 |

  92. 2023 Option Exercises and Stock Vested Table

    (1)Gross shares acquired (includes shares withheld to cover taxes). (2)Value realized reflects the number of shares vested multiplied by the average of the high and low market price of our Common Stock as reported by the NYSE on the applicable vesting date.

  93. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table summarizes the present value of the accumulated retirement benefits of each NEO as of the end of the fiscal year ended December 31, 2023:

  94. 2023 Pension Benefits Table

    | Name | Plan Name(1) | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | Lori J. Ryerkerk | CARPP | — | — | — | | Scott A. Richardson | CARPP | 8.7500 | 97,000 | — | | Chuck B. Kyrish | CARPP | 7.5833 | 98,000 | — | | Thomas F. Kelly | CARPP | 1.3333 | 19,000 | — | | Mark C. Murray | CARPP | — | — | — | | Ashley B. Duffie | CARPP | 6.4167 | 76,000 | — | | Anne L. Puckett | CARPP | — | — | — |

  95. 2023 Pension Benefits Table

    (1) As noted below, the CARPP has been frozen, meaning that benefits (other than earnings) are no longer accrued for compensation or service after the plan freeze date. (2) Accrued benefits under the CARPP for Messrs. Richardson, Kyrish and Kelly and Ms. Duffie were frozen as of December 31, 2013, and the credited service reflects their years of service prior to that date. (3) The present value amounts shown in the table above are the amount needed today that, with interest, would provide the NEO’s future retirement benefit. Retirement is assumed to occur at age 65 and participants receive their cash balance benefit as a lump sum.

  96. 2023 Pension Benefits Table

    | | Executive Compensation |

  97. 2023 Pension Benefits Table

    CARPP. The Celanese Americas Retirement Pension Plan (“CARPP”) is a tax-qualified, defined benefit pension plan sponsored by Celanese Americas. This plan covers substantially all of our U.S. employees who were hired prior to the plan’s 2013 freeze date. The plan is subject to the provisions of ERISA. Mr. Richardson, Mr. Kyrish Mr. Kelly and Ms. Duffie participated in this plan in 2023. Effective January 1, 2001, the plan began providing benefits for new employees, as defined by the plan, hired after December 31, 2000, based on a different benefit formula (“Cash Balance Plan”). The Cash Balance Plan provides that for each plan year that employees work as defined, we credit 5% of the employee’s annual pensionable earnings (up to Internal Revenue Code limits) to a hypothetical plan account that has been established for each employee, and credit that account with interest. For a given year, the plan’s interest rate is the annual rate of interest on 30-year United States Treasury Securities for the August before the first day of that year. Effective January 1, 2008, employees vest in their accrued benefit after completing three years of service with us, as defined in the plan. If employees are vested when they leave the Company, they have the option to take their account balance with them, either in a lump-sum payment or as an annuity. Employees also have the choice to leave their account balance in the plan until the normal retirement age of 65. The amount of benefit depends on the employee’s pay and any interest earned on the Company contributions. Once vested, survivor benefits are applicable to married participants. Under the CARPP, if an employee’s employment with us is terminated as a result of a corporate reorganization, layoff or corporate restructuring, including divestiture, that employee will receive an additional year of vesting service. In connection with amendments to the CARPP in 2013, accrued benefits under the CARPP were frozen as of December 31, 2013, no further contributions will be made to the CARPP other than interest credits for the cash balance participants (Mr. Richardson, Mr. Kyrish, Mr. Kelly and Ms. Duffie), and future pension-related contributions (“Retirement Contributions”) will be made to the CARSP or the CASRSP, depending on the level of eligible earnings of the participant.

  98. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table contains certain information concerning benefits under nonqualified deferred compensation plans and similar plans for the fiscal year ended December 31, 2023:

  99. 2023 Nonqualified Deferred Compensation Table

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawal/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Lori J. Ryerkerk | CASRSP | — | 106,066 | 27,574 | — | 270,870 | | | 2008 Deferred Plan | — | — | 118,338 | — | 718,602 | | Scott A. Richardson | CASRSP | — | 42,308 | 48,591 | — | 323,406 | | Chuck B. Kyrish | CASRSP | — | 20,712 | 9,336 | — | 58,565 | | Thomas F. Kelly | CASRSP | — | 40,181 | 13,938 | — | 118,566 | | Mark C. Murray | CASRSP | — | 21,200 | — | — | — | | Ashley B. Duffie | CASRSP | — | 26,974 | 19,366 | — | 130,881 | | Anne L. Puckett | CASRSP | — | 29,700 | 11,265 | — | 111,184 |

  100. 2023 Nonqualified Deferred Compensation Table

    (1)Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2023, which amounts are also included as All Other Compensation in the “2023 Summary Compensation Table.” (2)Amounts in this column for the CASRSP represent earnings during 2023 under such plans. None of the amounts in this column were reported as compensation in the “2023 Summary Compensation Table.”

  101. 2023 Nonqualified Deferred Compensation Table

    | | Executive Compensation |

  102. 2023 Nonqualified Deferred Compensation Table

    (3)Amounts in this column do not include contributions credited for 2023 (column (d)) but not yet deposited into the participant’s account. The following amounts for each NEO were previously reported as compensation to the NEO in the Summary Compensation Table for previous years: Ms. Ryerkerk, $259,284 (for the CASRSP) and $645,750 (for the 2008 Deferred Plan); Mr. Richardson, $181,623; Mr. Kelly, $93,641; and Ms. Puckett, $105,800. Messrs. Kyrish and Murray and Ms. Duffie were not NEOs in previous years. CASRSP. All of our NEOs were eligible in 2023 to participate in the CASRSP, an unfunded, nonqualified defined contribution plan sponsored by Celanese Americas that is available only to persons who have a full year base salary in excess of the Code Section 401(a)(17) limit ($330,000 in 2023) or had their Retirement Contributions limited in the CARSP by Code Section 415. If a person is eligible to participate in the CASRSP because their salary exceeded the Code Section 401(a)(17) limit, he or she is entitled to an allocation under this plan equal to 6% of his or her salary in excess of the compensation limits under the CARSP (“Excess Earnings Contributions”). In addition, eligible participants are entitled to an allocation under this plan equal to 5% of his or her qualified earnings in excess of the Retirement Contribution made to the CARSP. The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of one of the funds maintained for investments under the CARSP, which is currently the 1-3 year Government/Credit Bond Index Fund. The aggregate annualized rate of return for the credited earnings in 2023 was 4.64%. Beginning in 2015, participants are credited with earnings based on the performance of certain hypothetical investment choices selected by the participant. These investment choices are the same investment choices available under the CARSP (other than the Celanese Stock Fund). Participants may change their investment elections at any time under the same rules that apply under the CARSP. Distributions under the CASRSP are in the form of a lump sum payment which is paid as soon as administratively practicable after termination of employment for most participants. Distributions to participants who are top 50 key employees of the Company must be delayed six months following termination based on Code Section 409A requirements. 2008 Deferred Plan. Our 2008 Deferred Plan is an unfunded, nonqualified deferred compensation plan that provides certain of our senior employees and directors the opportunity to defer a portion of their compensation in exchange for a future payment amount equal to their deferrals plus or minus certain amounts based on the market performance of specified measurement funds selected by the participant. Ms. Ryerkerk was the only NEO that made contributions to, or had balances in, this plan during 2023.

  103. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control The particular events that trigger payments to our NEOs upon termination of employment or a change in control are generally defined in our Severance Plan and the individual executives’ change in control agreements, deferred compensation agreements, and PRSU, RSU or stock option award agreements. The CMDC believes that the primary benefits to the Company of employment agreements are the non-competition and non-solicitation provisions found therein. In order to achieve the benefit of these provisions without incurring the generally negative obligations associated with employment agreements, the CMDC offers a more limited change in control agreement to each executive officer. However, the deferred compensation agreements and PRSU, RSU and stock option award agreements are still effective and provide for some potential payments upon termination and change in control as described below. Severance Plan Our Executive Severance Benefits Plan (“Severance Plan”) applies to all our executive officers and other eligible employees, and provides, upon involuntary termination without cause or termination by the executive for good reason, for the payment of (i) 150% of one year’s base salary for named executive officers (200% for the CEO); (ii) 150% of one year’s annual incentive plan bonus award for named executive officers (200% for the CEO) based on target Company performance and a 1.0 individual modifier; and (iii) a prorated portion of the annual incentive plan award for the year in which the termination occurs based on actual Company performance and a 1.0 individual modifier. The Severance Plan also provides for the payment of premiums for post-termination health insurance

  104. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  105. Potential Payments Upon Termination or Change In Control

    coverage (“COBRA premiums”) for a period of one year from the date of termination (eighteen months for the CEO) and out-placement benefits. As a condition to the receipt of any benefits under the Severance Plan, an executive must agree to standard release, non-compete, non-solicitation, and confidentiality provisions. In addition, the Severance Plan provides that the vesting of long-term incentive or other equity awards upon termination without cause will be governed by the terms of the applicable award agreements. Executives who are involuntarily terminated for any other reason (e.g., death, disability, retirement, termination for cause) are not eligible to receive severance benefits under the Severance Plan. Change in Control Agreements We have change in control agreements with each of our executive officers. The change in control agreements provide for a payment to be made to these officers following a termination of employment by the Company without cause or by the officer with good reason within two years following a change in control or following the first public announcement of a potential change in control transaction, provided certain conditions are satisfied. These benefits are in lieu of payments under the Severance Plan. Generally, the change in control agreements provide for each executive officer to receive: •a lump sum payment equal to up to two times (three times for the CEO) the sum of: ▪the named executive officer’s then current annualized base salary, and ▪the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash bonuses paid by the Company to the NEO for the three fiscal years preceding the date of termination; •a pro rata bonus award under our annual incentive plan award for the year in which the termination occurs based on actual Company performance; •group health and dental coverage for the NEO and his or her dependents for a period of up to eighteen months following the date of termination; and •out-placement benefits for up to 12 months at the option of the executive officer. The Company’s current form of change in control agreement, which was executed by all of the NEOs, does not contain a tax reimbursement provision and requires a cutback of benefits to avoid excise taxes if the after-tax benefit to the executive is greater than without the cutback. Each change in control agreement has a two-year term that is automatically renewed for successive two-year terms unless 90 days’ notice of non-renewal is given by either party to the agreement.

  106. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  107. Potential Payments Upon Termination or Change In Control

    | For purposes of the change in control agreements: | | | | “cause” generally means (i) a willful failure to perform one’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company of such failure; (ii) conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude; (iii) willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its Affiliates (as defined); (iv) any act of fraud; (v) any material violation of the Company’s code of conduct; (vi) any material violation of the Company’s policies concerning harassment or discrimination; (vii) conduct that causes material harm to the business reputation of the Company or its Affiliates; or (viii) breach of the confidentiality, non-competition, or non-solicitation provisions of the change in control agreement. | | | “good reason” generally means (i) a material diminution in base salary or annual bonus opportunity; (ii) a material diminution in authority, duties, or responsibilities (including status, offices, titles and reporting requirements); (iii) a material change in the geographic location; (iv) the failure of the Company to pay compensation or benefits when due, or (v) any other action or inaction that constitutes a material breach by the Company of the change in control agreement. | | | “change in control” generally means any one of the following events: (a) any person becoming the beneficial owner of thirty percent (30%) or more of Company’s voting securities (other than as a result of certain issuances or open market purchases approved by incumbent directors); (b) the Company’s incumbent directors ceasing to constitute at least a majority of the board of directors; (c) the shareholders of the Company approving a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction, or the sale or other disposition of all or substantially all of the Company’s assets, unless immediately following such transaction, (i) all or substantially all of the beneficial owners of the Company’s voting securities prior to such transaction are the beneficial owners of more than 50% of the combined voting power of the securities of the surviving entity in the transaction, (ii) no person is the beneficial owner of 30% or more of the combined voting power of the surviving entity in the transaction and (iii) at least a majority of the members of the board of directors of the surviving entity are incumbent directors; or (d) approval by the Company’s shareholders of a complete liquidation and dissolution of the Company. The preceding was a summary of the definition of a change in control, so please refer to actual text of the definition as set forth in the change in control agreements. |

  108. Potential Payments Upon Termination or Change In Control

    Long-Term Incentive Awards The award agreements under which our PRSU, RSU and stock option awards were issued describe the circumstances under which the awards will vest (or become non-forfeitable), if earlier than the stated date. The following is a general summary of the provisions applicable to the NEO awards that were unvested at December 31, 2023. Upon the death or disability of a participant, a prorated portion of the award will generally vest. Upon a termination without cause, a similar prorated portion of the award will generally vest. For time-based RSUs and stock options, a retiring participant is eligible to receive the full award on the original vesting timeline if the participant is at the time of retirement at least 55 years of age and has at least 10 years of service with the Company, subject to provision of a release to the Company and compliance with two-year noncompetition and non-solicitation covenants. For other awards, an eligible retiree receives prorated vesting. For PRSUs, proration upon retirement is based on service over the applicable performance period. Annual PRSUs, RSUs and stock options granted to our CEO, Ms. Ryerkerk, during and after 2022, provide that she will be eligible to receive the full award on the original vesting timeline (and in the case of PRSUs, subject to actual performance results over the full performance period) upon her retirement on or after attaining age 62, provided that, unless waived by the Board, (1) she provides at least 12 months’ advance notice of her planned retirement as CEO and (2) the Board has designated a successor CEO. These benefits would also be subject to an agreement to provide any requested transition services as well as the above-referenced release and non-competition / non-solicitation covenants in favor of the Company. For all grant participants, PRSUs that vest after retirement remain subject to actual performance results in case of termination without cause or retirement, and are vested at target in case of death or disability. Unvested awards are forfeited upon a termination with cause or voluntary resignation. In the case of a change in control, all awards are “double trigger” – if a change in control occurs, the award is continued or replaced with an award of comparable value, and the participant is subsequently terminated without cause within two years of the change in control, then the portion of the award that was unvested at the time of termination will be accelerated. If in connection with a change in control the participant’s rights in the award are adversely affected (i.e., such as by the award not being continued) and the award is not replaced with an award of comparable value, then the unvested portion of the award would be accelerated upon the change in control without requiring termination of employment. PRSUs would vest at the greater of target level or estimated actual performance if otherwise payable upon a change in control.

  109. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  110. Potential Payments Upon Termination or Change In Control

    Under such long-term incentive award agreements, a “change in control” of the Company generally means, in accordance with Treasury Regulation Section 1.409A-3(i)(5), any of the following: (i) any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 30% of the total voting power of the stock of the Company; (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; (iii) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to 50% of more of all of the assets of the Company immediately prior to such acquisition or acquisitions; or (iv) certain other business transactions affecting the Company. Post-Termination Table The table below shows an estimate of the amount of additional compensation that each of our NEOs would receive in the event of a termination or change in control, taking into consideration the circumstances of the termination and payments that the NEO would be entitled to under the various agreements described above. The amounts shown are generally categorized as follows: voluntary termination or termination for cause; involuntary termination without cause or by the executive for good reason; termination due to death or disability; qualified retirement (if eligible); and change in control (with and without termination). The amounts shown assume that such termination was effective as of December 31, 2023, and with reference to stock values on December 29, 2023, the last trading day of the year. On December 29, 2023, the closing price of our Common Stock was $155.37 per share. The table below includes additional benefits triggered by a termination and change in control only. Please see the following tables for details of the NEOs’ vested payments and benefits that they would be entitled to receive regardless of the occurrence of a termination or change of control: •For PRSUs / RSUs / Stock Options – See “Outstanding Equity Awards at Fiscal 2023 Year-End Table”; •For Pension Benefits – See “2023 Pension Benefits Table”; and •For Nonqualified Deferred Compensation – See “2023 Nonqualified Deferred Compensation Table”. The actual amounts that will be paid upon termination can only be determined at the time of the NEO’s termination from the Company. The following table shows the potential payments to our NEOs upon termination or change in control.

  111. Potential Payments Upon Termination or Change In Control

    | | Termination of Employment | | | | | Change in Control | | | | Voluntarily or for Cause | Involuntarily without Cause | Death | Disability | Retirement | Without Termination | With Termination | | Lori J. Ryerkerk | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $8,260,216.00 | $— | $— | $— | $— | $11,557,631 | | Equity Value | | | | | | | | | Stock Options(2) | — | 1,680,251 | 1,680,251 | 1,680,251 | — | 3,013,004 | 3,013,004 | | RSUs(2) | — | 1,762,362 | 1,762,362 | 1,762,362 | — | 2,165,392 | 2,165,392 | | PRSUs(3) | — | 15,177,008 | 10,640,670 | 10,640,670 | — | 23,928,068 | 23,928,068 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | — | 13,091 | — | — | — | — | 13,091 | | Outplacement Services(5) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | — | | Total | $— | $26,909,128 | $14,083,283 | $14,083,283 | $— | $29,106,464 | $40,677,186 |

  112. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  113. Potential Payments Upon Termination or Change In Control

    | | Termination of Employment | | | | | Change in Control | | | | Voluntarily or for Cause | Involuntarily without Cause | Death | Disability | Retirement | Without Termination | With Termination | | Scott A. Richardson | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $3,021,127 | $— | $— | $— | $— | $4,113,140 | | Equity Value | | | | | | | | | Stock Options(2) | — | 477,579 | 477,579 | 477,579 | — | 856,328 | 856,328 | | RSUs(2) | — | 485,531 | 485,531 | 485,531 | — | 588,697 | 588,697 | | PRSUs(3) | — | 4,660,323 | 3,139,562 | 3,139,562 | — | 7,103,672 | 7,103,672 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | — | 27,892 | — | — | — | — | 41,838 | | Outplacement Services(5) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | (1,118,542) | | Total | $— | $8,688,652 | $4,102,672 | $4,102,672 | $— | $8,548,697 | $11,585,133 | | Chuck B. Kyrish | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,635,261 | $— | $— | $— | $— | $1,901,481 | | Equity Value | | | | | | | | | Stock Options(2) | — | 57,506 | 57,506 | 57,506 | — | 103,058 | 103,058 | | RSUs(2) | — | 87,007 | 87,007 | 87,007 | — | 103,943 | 103,943 | | PRSUs(3) | — | 738,474 | 484,599 | 484,599 | — | 1,062,420 | 1,062,420 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | — | 27,892 | — | — | — | — | 41,838 | | Outplacement Services(5) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | — | | Total | $— | $2,562,340 | $629,112 | $629,112 | $— | $1,269,421 | $3,212,740 | | Thomas F. Kelly | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $2,463,220 | $— | $— | $— | $— | $3,183,278 | | Equity Value | | | | | | | | | Stock Options(2) | — | 300,716 | 300,716 | 300,716 | — | 539,159 | 539,159 | | RSUs(2) | — | 314,624 | 314,624 | 314,624 | — | 381,589 | 381,589 | | PRSUs(3) | — | 2,997,864 | 2,017,169 | 2,017,169 | — | 4,549,389 | 4549389 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | — | 27,892 | — | — | — | — | 41,838 | | Outplacement Services(5) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | — | | Total | $— | $6,120,516 | $2,632,509 | $2,632,509 | $— | $5,470,137 | $8,695,253 |

  114. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  115. Potential Payments Upon Termination or Change In Control

    | | Termination of Employment | | | | | Change in Control | | | | Voluntarily or for Cause | Involuntarily without Cause | Death | Disability | Retirement | Without Termination | With Termination | | Mark C. Murray | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,827,198 | $— | $— | $— | $— | $1,904,295 | | Equity Value | | | | | | | | | Stock Options(2) | — | 172,442 | 172,442 | 172,442 | — | 309,211 | 309,211 | | RSUs(2) | — | 462,536 | 462,536 | 462,536 | — | 740,649 | 740,649 | | PRSUs(3) | — | 541,931 | 541,931 | 541,931 | — | 1,378,287 | 1,378,287 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | — | 27,892 | — | — | — | — | 41,838 | | Outplacement Services(5) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | — | | Total | $— | $3,048,199 | $1,176,909 | $1,176,909 | $— | $2,428,147 | $4,374,280 | | Ashley B. Duffie | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,537,032 | $— | $— | $— | $— | $1,967,574 | | Equity Value | | | | | | | | | Stock Options(2) | $— | $88,450 | $88,450 | $88,450 | $— | $158,565 | $158,565 | | RSUs(2) | $— | $87,007 | $87,007 | $87,007 | $— | $103,943 | $103,943 | | PRSUs(3) | $— | $788,347 | $534,473 | $534,473 | $— | $1,225,559 | $1,225,559 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(4) | $— | $27,892 | $— | $— | $— | $— | $41,838 | | Outplacement Services(5) | $— | $16,200 | $— | $— | $— | $— | $— | | Reduction to Avoid Excise Tax(6) | — | — | — | — | — | — | — | | Total | $— | $2,544,928 | $709,930 | $709,930 | $— | $1,488,067 | $3,497,479 |

  116. Potential Payments Upon Termination or Change In Control

    (1)Reflects amounts that would be payable pursuant to our Executive Severance Benefits Plan and change in control agreements, as applicable as of December 31, 2023, and discussed above. (2)Time-based RSUs and stock options vest in full and, in the case of stock options, become exercisable, upon a Change in Control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the Executive remained employed following a Change in Control, the numbers shown in the Change in Control without termination column would be different. In the event of other eligible termination events, generally a prorated amount will vest and, in the case of stock options, become exercisable, based on the portion of the service period that has lapsed. For time-based RSUs and stock options, an eligible retiree would receive the full award on the original vesting timeline, subject to provision of a release to the Company and compliance with two-year noncompetition and non-solicitation covenants. (3) Upon a Change in Control, 2021, 2022 and 2023 PRSUs vest at the greater of target or estimated actual performance (200% for 2021 PRSUs and target performance for 2022 for 2023 PRSUs have been assumed) if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent estimated performance at the time of such an event exceeds target, or the awards are replaced with awards of equivalent economic value and the Executive remains employed following a Change in Control, the numbers shown in the Change in Control without termination column would be different. In the event of death or disability, a prorated amount of the unvested 2021, 2022 and 2023 PRSUs would vest based on target performance.

  117. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  118. Potential Payments Upon Termination or Change In Control

    In the event the executive is terminated without Cause, a prorated amount of the unvested 2021, 2022 and 2023 PRSUs would vest based on actual performance. In the event the executive retires, a prorated amount of the unvested 2021, 2022 and 2023 PRSUs would vest based on actual performance. (4) Represents reimbursement of premiums for 18 months of medical and dental coverage continuation upon a termination in connection with a change in control as applicable, and the payment of COBRA premiums for a period of one year (1.5 years for Ms. Ryerkerk) from the date of termination under our Executive Severance Benefits Plan, each based on 2023 rates. (5) Upon termination by the Company without cause, each Executive would receive up to $16,200 in outplacement services. (6) The CIC Agreements provide for a “best net” feature which would reduce the parachute payments to the safe-harbor limit if it is more financially advantageous to the executive on an after-tax basis (taking into consideration federal, state and local income taxes, and the imposition of the excise tax). In the event it is more advantageous for the executive's payments to be reduced, the Company shall reduce or eliminate the payments by first reducing or eliminating those payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order of when they would have otherwise been paid. Ms. Puckett’s Separation Agreement. On November 1, 2023, we entered into an agreement (the “Separation Agreement”) with Ms. Puckett pursuant to which she ceased to serve as Senior Vice President, General Counsel and Corporate Secretary effective November 8, 2023 and departed the Company on February 19, 2024 following service in a transition role. The CMDC determined her separation was a termination without cause under the Company's Executive Benefits Severance Plan. Under the Separation Agreement, Ms. Puckett will receive severance benefits consistent with the terms of the Company’s Executive Benefits Severance Plan, including a severance payment of $1,620,000 and the 2023 bonus payment set forth in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table” above. Additionally, a pro-rata portion of her outstanding time-based RSUs and stock options will vest and a pro-rata portion of her outstanding PRSUs will remain outstanding and eligible to vest based on attainment of the applicable performance goals over the relevant performance periods, in each case in accordance with the terms of the award agreements for her termination without cause, through her last day of service (with an estimated aggregate value of approximately $1,180,000 based on our closing stock price on February 16, 2024, the most recent trading day prior to her departure, and assuming target performance for PRSUs). Ms. Puckett will not receive an annual incentive bonus nor a long-term incentive award for fiscal 2024. The Separation Agreement includes a customary waiver and release of claims and confidentiality and non-solicitation covenants in favor of the Company.

  119. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median-compensated employee and the annual total compensation of our CEO. For the year ended December 31, 2023: •the annual total compensation of our median-compensated employee, was $77,662; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $12,972,962. •based on this information, the ratio of the total compensation of Ms. Ryerkerk, our CEO, to the annual total compensation of our median-compensated employee was 167.0 to 1. To identify our median employee, as well as to determine the annual total compensation of the “median employee” for this purpose, the methodology and the material assumptions, adjustments, and estimates that we used were as follows: •We selected November 1, 2023 as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations.

  120. CEO Pay Ratio

    | | Executive Compensation |

  121. CEO Pay Ratio

    •We determined that, as of November 1, 2023, our employee population for pay ratio disclosure purposes consisted of approximately 12,403 individuals. We did not exclude any employees working outside of the U.S., and we did not use any statistical sampling techniques. •To identify the median employee from our employee population, we used actual salary payments reflected in our payroll records, which we believe is a reasonable method of identifying the median employee. The substantial majority of our employees do not participate in annual bonus or long-term incentive programs, therefore we believe that excluding those programs from consideration does not meaningfully impact the identification of the median employee. •In making these determinations, we annualized the compensation of all permanent employees who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies and assumptions described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, which were chosen from a wide range of permissible methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies, exclusions, estimates or assumptions, and which may have a significantly different work force structure, geographic locations, or compensation practices from ours, are likely not comparable to our CEO pay ratio.

  122. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as computed in accordance with SEC rules) and certain financial performance of the Company. For information concerning the Company’s pay for performance philosophy and how the Company’s executive compensation aligns with the Company’s performance, refer to “Compensation Discussion and Analysis.” Pay Versus Performance Table

  123. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | “Compensation Actually Paid” to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average “Compensation Actually Paid” to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (millions) ($)(7) | Adjusted Earnings Per Share ($)(8) | | 2023 | 12,972,962 | 16,563,635 | 2,378,721 | 2,995,073 | 138.16 | 142.61 | 1,960 | 8.92 | | 2022 | 10,967,783 | (8,923,734) | 2,671,920 | (2,104,339) | 88.75 | 130.40 | 1,894 | 15.88 | | 2021 | 12,570,992 | 41,533,922 | 3,747,607 | 11,455,491 | 142.59 | 143.70 | 1,890 | 18.12 | | 2020 | 7,067,446 | 3,747,450 | 2,446,600 | 1,367,951(9) | 108.26 | 116.32 | 1,985 | 7.64 |

  124. Pay Versus Performance

    (1)Our Principal Executive Officer (PEO) for each of the years reported was Lori J. Ryerkerk, our Chair, CEO and President. The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. (2)The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned or realized by or paid to an NEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid for 2023:

  125. Pay Versus Performance

    | | Executive Compensation |

  126. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | “Compensation Actually Paid” to PEO | | 2023 | 12,972,962 | 9,499,900 | 13,090,573 | 16,563,635 |

  127. Pay Versus Performance

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The amounts deducted or added in calculating the equity award adjustments for 2023 are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  128. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2023 | 8,056,100 | 3,544,836 | — | 1,489,637 | — | — | 13,090,573 |

  129. Pay Versus Performance

    (3)The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Richardson, Mr. Kyrish, Mr. Kelly, Mr. Murray, Ms. Duffie and Ms. Puckett; (ii) for 2022, Mr. Richardson, Mr. Kelly, John G. Fotheringham, our Former Senior Vice President, Acetyls, and Ms. Puckett; (iii) for 2021, Mr. Richardson, Mr. Kelly, Mr. Fotheringham and Ms. Puckett; (iv) for 2020, Mr. Richardson, Mr. Kelly, Ms. Puckett, Shannon L. Jurecka, our former Senior Vice President and Chief Human Resources Officer, and Todd L. Elliott, our Former Senior Vice President, Acetyl Chain. (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for 2023 to determine the compensation actually paid, using the same methodology described above in Note 2:

  130. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Equity Award Adjustments(a) | Average “Compensation Actually Paid” to Non-PEO NEOs | | 2023 | 2,378,721 | 1,266,577 | 1,882,929 | 2,995,073 |

  131. Pay Versus Performance

    (a)The amounts deducted or added in calculating the total average equity award adjustments for 2023 are as follows:

  132. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | 1,074,100 | 556,850 | — | 251,979 | — | — | 1,882,929 |

  133. Pay Versus Performance

    (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of each applicable fiscal

  134. Pay Versus Performance

    | | Executive Compensation |

  135. Pay Versus Performance

    year and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period (December 31, 2019). (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones (US) Chemical Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)The CMDC has selected Adjusted EPS as the Company-Selected Financial Measure representing the most important financial measure used to link performance to pay in 2023. Adjusted EPS is the most heavily-weighted metric in our PRSU design, and under our pay-for-performance approach PRSUs represent a significant portion of the NEOs’ compensation. Adjusted EPS is a non-U.S. GAAP financial measure. See “Exhibit A” for information concerning this measure including a definition and reconciliation to the most comparable U.S. GAAP financial measure. (9)The amount reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column for 2020 was previously reported as $1,477,958 due to an inadvertent arithmetical error that has been corrected herein. Financial Performance Measures The most important financial performance measures used by the Company to link executive “compensation actually paid” to the Company’s NEOs in 2023 to the Company’s performance are listed below. These metrics are further described in “Compensation Discussion and Analysis — Compensation Decisions — Annual Incentive Plan Awards” and “— Long Term Incentive Compensation.”

  136. Pay Versus Performance

    | Most Important Performance Measures | | | ⬧ | Adjusted EPS | | ⬧ | Operating EBITDA | | ⬧ | Return on Capital Employed (ROCE) | | ⬧ | Free Cash Flow |

  137. Pay Versus Performance

    Description of Certain Relationships of Information Presented in the Pay Versus Performance Table The Company uses several performance measures to align executive compensation with Company performance, which are described in “Compensation Discussion and Analysis — Compensation Philosophy and Elements of Pay” and “— Compensation Decisions”. Not all of these measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Total Shareholder Return: Company versus Peer Group (Dow Jones US Chemicals Index) and (2) "Compensation Actually Paid” versus Company Total Shareholder Return As shown in the chart below, the Company’s 4-year cumulative TSR is aligned to that of the companies included in our industry index, the Dow Jones US Chemicals Index. Our CEO and other NEOs’ “compensation actually paid” amounts are generally aligned with the trend in TSR performance, as shown in the chart below. This is primarily because “compensation actually paid” is significantly impacted by year-over-year changes in stock prices due to the significant portion of each NEO’s compensation that is equity-based.

  138. Pay Versus Performance

    | | Executive Compensation |

  139. Pay Versus Performance

    | | |

  140. Pay Versus Performance

    “Compensation Actually Paid” versus GAAP Net Income and Adjusted EPS Like many companies, our sales and earnings in 2020 were significantly adversely affected by the COVID-19 pandemic. Our relatively high GAAP net income in 2020 was primarily due to a $1,408 million gain on the sale of our joint venture interest in Polyplastics Co. Ltd. that was completed in October 2020 (and which was excluded from the Adjusted EPS results for that year). Excluding the impact of this transaction, we believe our GAAP net income trend over the past three years is not misaligned to the trend in “compensation actually paid.” While the CMDC has selected Adjusted EPS as the Company-Selected Financial Measure representing the most important financial measure used to link performance to pay in 2023, the CMDC does not use GAAP net income to make decisions regarding compensation levels or design, or incentive plan payouts.

  141. Pay Versus Performance

    | | |

  142. Pay Versus Performance

    | | Executive Compensation |

  143. Pay Versus Performance

    MANAGEMENT PROPOSAL