DEF 14A of Celanese Corp, Mar 4, 2026

DEF 14A of Celanese Corp

Filed Mar 4, 2026 · FY20250001306830-26-000052

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 2025 Annual Report before you vote. | | | | | | Proxy Item No. 1 Election of 9 Director Nominees | | | | ✓ The Board recommends a vote FOR all Director Nominees Our Board and the Nominating and Corporate Governance Committee believe that the nine 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 8 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 | | Bruce E. Chinn | | 69 | | 2024 | Former President / CEO – Chevron Phillips Chemical Co LLC | | | | ✓ | | | AC; FBR•;SC | | •••••••••• | | | | | Waste Management Inc. | | | | | | | | | Edward G. Galante | | 75 | | 2013 | Former SVP – Exxon Mobil Corporation | | | | ✓ | | | FBR | | •••••••••• | | | | | Clean Harbors Inc. | | | | | | | | | Kathryn M. Hill | | 69 | | 2015 | Former SVP Dev. Strategy – Cisco Systems Inc. | | | | ✓ | | | CMD; SC• | | ••••••• | | | | | | | | | | | | | | Deborah J. Kissire | | 68 | | 2020 | Former Vice Chair – Ernst & Young LLP | | | | ✓ | | | AC•; NCG | | ••••••• | | | | | Omnicom Group; Axalta Coatings System Ltd.; Cable One, Inc. | | | | | | | | | Michael Koenig | | 62 | | 2022 | CEO – Nobian Industrial Chemicals B.V. | | | | ✓ | | | CMD; SC | | ••••••••• | | | | | Symrise AG | | | | | | | | | Christopher Kuehn | | 53 | | 2025 | EVP and CFO – Trane Technologies plc | | | | ✓ | | | AC; FBR | | ••••••• | | | | | | | | | | | | | | Ganesh Moorthy | | 66 | | 2023 | Former CEO – Microchip Technology Incorporated | | | | ✓ | | | CMD•; NCG | | ••••••••• | | | | | Global Foundries, Inc., Ralliant Corporation, SiTime Corporation | | | | | | | | | Kim K.W. Rucker | | 59 | | 2018 | Former EVP and GC – Andeavor | | | | ✓ | | | CMD; NCG• | | •••••••• | | | | | Marathon Petroleum Corp.; HP Inc.; GE Vernova | | | | | | | | | Scott A. Richardson | | 49 | | 2025 | CEO and President – Celanese Corporation | | | | | | | FBR• | | •••••••••• | | | | | | | | | | | | | | Qualifications: | | | | | | Board Committees: | | | | • | Committee Chair | | | • | Leadership | | • | Govt/regulatory | | AC | Audit Committee | | | | | | | • | Global experience | | • | M&A and financial transactions | | CMD | Compensation and Management Development Committee | | | | | | | • | Chemical industry | | • | Operational | | NCG | Nominating and Corporate Governance Committee | | | | | | | • | Innovation-focused | | • | Strategic Planning | | SC | Stewardship Committee | | | | | | | • | Environmental/sustainability | | • | Governance / risk management | | FBR | Finance and Business Review Committee | | | | | |

  2. ITEM 1: Election of Directors

    ITEM 1: Election of Directors

  3. Director Nominees

    Director Nominees

  4. Director Nominees

    | Edward G. Galante | AGE: 75 | Independent Director Since: 2013 | | | Experience: •ExxonMobil Corporation (NYSE: XOM), international oil and gas company ◦SVP (2001 – 2006) ◦Various management positions (1972 – 1999) •ExxonMobil Chemical Company, global chemical company ◦EVP (1999 – 2001) Skills and Qualifications: •Operational: resulting from his decades of operations and commercial experience in the petroleum and chemical manufacturing industry, including as SVP of ExxonMobil. Over the course of his career he has overseen the worldwide Downstream business, refining and supply, fuels marketing, lubricants, and specialties, which enables him to provide the Board with valuable long-term insight into industry and commercial prospects, and capital deployment optimization. •Environmental and Sustainability: gained from his significant experience leading ExxonMobil's environmental, health and safety (EHS) activities, his service as director and chair of the EHS Committee of leading provider of environmental and industrial services, and further demonstrated through his time on Marathon Petroleum’s Sustainability Committee and on the Environmental, Health, Safety and Security committee at Andeavor. •Global Experience: developed during his more than 34 years at one of the world’s largest oil and gas company and chemical manufacturers, in a variety of domestic and international roles including as SVP with oversight of over 40 refineries worldwide, marketing, and sales activities in nearly 200 countries and territories. •Governance / Risk Management: developed significant expertise in overseeing company strategy and robust governance practices over nearly 20 years of public company board experience, as well as valuable cross-industry perspective into best-practices for driving value-creating behavior of leadership teams through his chair leadership and member service on large-company compensation committees. Education: •B.S., Civil Engineering, Northeastern University | | | Chair of the Board | | | | Committees: •Finance and Business Review Committee •Ex-Officio Member of All Other Committees | | | | Other Public Company Directorships: •Clean Harbors Inc. (NYSE: CLH), environmental and industrial services company (since 2007) •Marathon Petroleum Corporation (NYSE: MPC), integrated, downstream energy company (2018 – 2025) •Linde plc (Nasdaq: LIN), global multinational chemical company (2018 – 2023) •Praxair Inc. (NYSE: PX) (merged with Linde AG and rebranded as Linde plc in 2018), global industrial gases company (2007 – 2018) •Andeavor Corporation (NYSE: ANDV) (formerly Tesoro Corp., acquired by Marathon Petroleum Corporation in 2018), marketing, logistics and refining company (2016 – 2018) •Foster Wheeler AG (Nasdaq: FWLT) (acquired by AMEC plc in 2014), global engineering company (2007 – 2014) | | | | Other Affiliations: •Vice Chair, Northeastern University Board of Trustees •Director, United Way Foundation of Metropolitan Dallas | | |

  5. Director Nominees

    | | Governance |

  6. Director Nominees

    | Bruce E. Chinn | AGE: 69 | Independent Director Since: 2024 | | | Experience: •Chevron Phillips Chemical Company LLC, global petrochemical company ◦President and CEO (2021 – 2024) •Chevron Oronite, global lubricant and fuel additives business ◦President (2018 – 2020) •Chevron Corporation (NYSE: CVX), multinational energy company ◦Various operational and leadership roles (2006 – 2018) •Invista, multinational chemical company ◦Plant Manager (2004 – 2005) •DuPont (NYSE: DD), multinational chemical company ◦Various manufacturing, technical, commercial and business leadership roles (1978 – 1997) Skills and Qualifications: •Chemicals Industry Experience: gained through more than 5 decades of deep experience at large multinational chemical and petrochemical companies and evidenced through his leadership in leading industry trade and professional associations. •Operational: acquired through his extensive experiences in various operational, manufacturing and business roles at Chevron and DuPont focused on performance and safety, which provides the Board with valuable insights as they monitor and assess the Company’s strategic direction, key initiatives, and significant investments. •Governance / Risk Management: developed through his leadership of global companies, where he was responsible for delivering growth while overseeing and managing risk, further gained during his significant career in key operational and production roles where he was responsible for all aspects of identifying, evaluating and mitigating potential risks to company operations. Education: •B.S., Chemical Engineering, Texas A&M University | | | Committees: •Finance and Business Review, Co-Chair •Audit •Stewardship | | | | Other Public Company Directorships: •Waste Management Inc. (NYSE: WM), waste management and environmental services company (since 2023) ) | | | | Other Affiliations: •Director, Chevron Phillips Chemical Company LLC, global petrochemical company (2021 – 2024) •Board Member, Texas A&M Association of Former Students •Former Director, American Institute of Chemical Engineers Foundation Board of Trustees •Former Director, American Chemistry Council •Former Executive Committee, Alliance to End Plastic Waste | | |

  7. Director Nominees

    | | Governance |

  8. Director Nominees

    | Kathryn M. Hill | AGE: 69 | Independent Director Since: 2015 | | | Experience: •Cisco Systems Inc. (Nasdaq: CSCO), multinational digital communications company ◦Executive Advisor (2011 – 2013) ◦SVP, Development Strategy and Operations (2009 – 2011) ◦SVP, Access Networking and Services Group (2008 – 2009) ◦SVP, Ethernet Systems and Wireless Technology Group (2005 – 2008) ◦Other roles of increasing responsibility (1997 – 2005) •Hughes Network Systems, satellite internet provider company ◦Various engineering roles (1982 – 1993) Skills and Qualifications: •Strategic Planning: developed during over 30 years of business management and leadership experience, including in multiple senior executive roles at Cisco Systems where she executed long-term commercialization strategies, led multiple acquisitions, and developed and successfully commercialized large complex enterprise products and services. •Innovation: gained through leadership roles at large technology companies, including service on Cisco’s development council; Ms. Hill possesses practical knowledge and experience in enhancing manufacturing and commercial effectiveness through technology and a digital transformation approach. •Governance / Risk Management: developed deep governance and information security expertise from long tenures at large technology companies where she had direct responsibility for systems and networks, and further developed through board membership at high-profile and complex technology-driven companies. Education: •B.S., Mathematics, Rochester Institute of Technology | | | Committees: •Compensation and Management Development •Stewardship, Chair | | | | Other Public Company Directorships: •Moody’s Corporation (NYSE: MCO), global integrated risk assessment company (since 2011-2025) •NetApp Inc. (Nasdaq: NTAP), data infrastructure company (2013 – 2024) ) | | |

  9. Director Nominees

    | | Governance |

  10. Director Nominees

    | Deborah J. Kissire | AGE: 68 | Independent Director Since: 2020 | | | Experience: •Ernst & Young LLP, an independent registered public accounting firm ◦Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group and various other 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 (1979 – 2015) Skills and Qualifications: •Finance and Audit: acquired through her more than 35-year career and leadership roles at Ernst & Young, Ms. Kissire possesses a thorough, multi-industry perspective to the complexities of strategic planning, balance sheet and cash management, risk oversight, and financial reporting. •Strategic Planning: developed significant experience at Ernst & Young leveraging her vision for strategic firm initiatives and programs, leading significant acquisitions, and prioritizing on governance, global branding, and various employee development opportunities, which provides unique insights to the Board as they oversee a variety of strategic initiatives including those that support the Company’s strong focus on employee safety and well-being. •Governance / Risk Management: brings significant experience in senior positions at Ernst & Young and her service on other large public company boards, with particular expertise in enhancing strong corporate governance and governance over financial reporting, enterprise risk management programs, and internal controls; her depth of experience gives her a sophisticated ability to gauge risk in financial, accounting, and tax matters; additionally, Ms. Kissire served as an executive advisor for EY’s offering in Cyber Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing and mitigating cyber-attacks. Education: •BBA, Accounting, Texas State University •Former Certified Public Accountant | | | Committees: •Audit, Chair •Nominating and Corporate Governance | | | | Other Public Company Directorships: •Axalta Coating Systems Ltd. (NYSE: AXTA), a leading provider of liquid and powder coatings (since 2016) •Omnicom Group Inc. (NYSE: OMC), a global marketing and corporate communications holding company (since 2016) •Cable One Inc. (NYSE: CABO), a leading American cable and internet service provider (since 2015) ) | | | | Other Affiliations: •Former Advisory Board for Texas State University’s McCoy College of Business | | |

  11. Director Nominees

    | | Governance |

  12. Director Nominees

    | Michael Koenig | AGE: 62 | Independent Director Since: 2022 | | | Experience: •Nobian Industrial Chemicals B.V., industrial chemicals company ◦CEO (since 2021) •Elkem ASA (FRA: 1DP), silicon-based advanced materials company ◦CEO (2019 – 2021) •China National Bluestar Group, specialty chemicals company ◦CEO (2016 – 2019) •Bayer AG (OTCMKTS: BAYRY), life sciences company ◦Head of Business Unit – Bayer Material Science (2010 – 2013) ◦CEO – Bayer China (2007 – 2010) ◦Global Head of Production and Technology – Bayer Material Science (2004 – 2007) ◦Managing Director – Bayer Polymers Shanghai (2000 – 2004) ◦Multiple senior executive positions in Germany and China (1990 – 2015) Skills and Qualifications: •Operational: gained throughout his significant career in leading multibillion dollar chemical manufacturers – with thousands of employees and operations in dozens of countries – which provides the Board valuable insights related to complex global manufacturing, distribution, and sales operations. •Global Experience: developed deep expertise in global markets including China, where he served as a senior chemicals and materials executive for nearly fifteen years, and Europe, where he has been CEO of multiple large chemical manufacturing companies, allowing him to bring geopolitical and cross-border expertise in global markets where the Company has significant operations and customer bases. •Environmental and Sustainability: acquired through his service as CEO of multiple companies headquartered in Europe, which has high expectations and significant regulations for environmentally friendly operations; further developed in his role with Nobian, a European leader in the production of high-purity salt and essential chemicals used for green energy and sustainable value chains. •Governance / Risk Management: acquired significant expertise after serving on a number of public company boards across an array of industries serving international markets. Education: •M.S., Chemical Process Engineering, Technical University Dortmund University | | | Committees: •Compensation and Management Development •Stewardship | | | | Other Public Company Directorships: •Symrise AG (OTCMKTS: SYIEY), food and cosmetic flavor and fragrance ingredients company (Chair, since 2020) •Conzzeta AG (SWX: CON) (rebranded as Bystronic AG in 2021), sheet-metal processing company (2020 – 2021) •Elkem ASA (FRA: 1DP), silicon-based advanced materials company (Chair, 2018 – 2019) •Bayer AG (OTCMKTS: BAYRY), life sciences company (2013 – 2015) •REC Solar Group, solar power company (2017-2020) ) | | | | Other Affiliations: •Director, Nobian Industrial Chemicals B.V., industrial chemicals company (since 2021) | | |

  13. Director Nominees

    | | Governance |

  14. Director Nominees

    | Christopher J. Kuehn | AGE: 53 | Independent Director Since: 2025 | | | Experience: •Trane Technologies plc (NYSE: TT), a global climate innovator ◦EVP and CFO (since 2021) ◦SVP and CFO (2020 – 2021) •Ingersoll Rand plc, (rebranded as Trane Technologies in 2020) multinational industrial company ◦VP and Chief Accounting Officer (2015 – 2020) •Whirlpool Corp (NYSE: WHR), home appliances company ◦Corporate Controller and Chief Accounting Officer (2012 – 2015) •SPX Corporation (NYSE: SPXC), manufacturing company ◦CFO, Thermal Equipment and Services Segment (2008 – 2012) ◦Assistant Corporate Controller (2007 – 2008) ◦Director, Corporate Accounting – Business Unit Operations (2006 – 2007) •PricewaterhouseCoopers LLP, multinational professional services firm ◦Various roles progressing to Senior Manager (1994 – 2006) Skills and Qualifications: •Risk Management: gained through his roles as CFO and CAO roles leading risk management among other functions at multiple multibillion dollar global manufacturing companies, providing the Board with deep risk management expertise. •M&A and Financial Transactions: acquired through his current role as CFO of a global climate innovator where he is responsible for all finance functions, including investor relations, financial planning and analysis, treasury, strategic business unit finance, as well as his experience with M&A integration, financial transactions, and strategy development evidenced by the spin-off of Ingersoll Rand’s Industrial Segment completed in early 2020. •Finance and Audit: developed during his time at PwC and various accounting and controller positions where he was responsible for overseeing the accounting and financial functions as well as budgeting, financial reporting, and internal controls. Education: •B.S., Accounting, State University of New York College at Geneseo •MBA, University of Rochester – Simon Business School | | | Committees: •Audit •Finance and Business Review | | | | Other Affiliations: •Executive Committee Member, Junior Achievement of Central Carolinas ) | | |

  15. Director Nominees

    | | Governance |

  16. Director Nominees

    | Ganesh Moorthy | AGE: 66 | Independent Director Since: 2023 | | | Experience: •Microchip Technology Inc. (Nasdaq: MCHP), semiconductor company ◦President and CEO (2021 – 2024) ◦President and COO (2016 - 2021) ◦COO (2009 - 2016) ◦EVP (2006 - 2009) ◦VP – Microchip Divisions (2001 - 2006) •Cybercilium Inc., business intelligence solutions company ◦CEO and Co-founder (2000 – 2001) •Intel Corp. (Nasdaq: INTC), technology company ◦Various roles in Engineering, Operations, and General Management at Intel Corporation (1981 – 2000) Skills and Qualifications: •Innovation: acquired strategic insights into the high-technology sector, which is a key customer base for the Company, through a more-than-40-year career in the semiconductor industry, including serving in multiple senior leadership positions, which provides the Board with strategic insights into global industry, business and market trends, and the supply needs of that sector. •Operational: developed deep expertise in global manufacturing operations and complex supply chains as CEO and President of a leading multibillion dollar semiconductor manufacturer with over 20 manufacturing, R&D, and supply locations globally; as a result of that experience Mr. Moorthy also possesses an appreciation of a long-term investment decision cycle similar to that in the Company’s industry. •M&A and Financial Transactions: gained proven and extensive M&A experience during his time with Microchip Technology, where he has been actively involved with planning and integrating 17 acquisitions, including seven acquired public companies. •Governance / Risk Management: gained experience strengthening corporate governance and oversight over the course of his tenure on other public company boards, including in the chemicals industry. Education: •B.S., Physics, University of Bombay, India •B.S., Electrical Engineering, University of Washington •MBA, Marketing, National University | | | Committees: •Compensation and Management Development, Chair •Nominating and Corporate Governance | | | | Other Public Company Directorships: •Global Foundries, Inc. (Nasdaq: GFS), semiconductor company (Since 2026) •Ralliant Corporation (NYSE: RAL), precision instruments company (Since 2025) •SiTime Corporation (Nasdaq: SITM), precision timing company (Since 2025) •Microchip Technology Inc. (Nasdaq: MCHP), semiconductor company (2021 – 2024) •Rogers Corporation (NYSE: ROG), specialty engineered materials company (2013 – 2024) ) | | | | Other Affiliations: •Director, Ayar Labs, silicon photonics for chip-to-chip connectivity company (since 2024) •Director, Semiconductor Industry Association (2022 – 2024) •Director, Global Semiconductor Alliance (2022 – 2024) •University of Washington – Electrical Engineering Advisory Board (2012 – 2019) •Director, Shanghai Huahong Grace Semiconductor (2010 – 2014) | | |

  17. Director Nominees

    | | Governance |

  18. Director Nominees

    | Kim K.W. Rucker | AGE: 59 | Independent Director Since: 2018 | | | Experience: •Andeavor (NYSE: ANDV) (formerly Tesoro Corp., acquired by Marathon Petroleum Corporation in 2018), marketing, logistics and refining company ◦EVP, General Counsel and Secretary (2016 – 2018) •Kraft Foods Group Inc. (Nasdaq: KHC), food and beverage company ◦EVP Corporate and Legal Affairs, General Counsel and Corporate Secretary (2012 – 2015) •Avon Products (AVP.DE), global beauty and related products company ◦SVP, General Counsel and Chief Compliance Officer (2008 – 2012) •Kimberly-Clark Corp (NYSE: KMB), consumer goods and personal care company ◦Corporate Counsel •Sidley Austin LLP, law firm ◦Partner – Corporate and Securities Group Skills and Qualifications: •Governance / Risk Management: possesses deep governance expertise developed over her tenure as a leader on various corporate boards and committees and through an extensive career as general counsel of multiple large public companies across different industries managing legal, compliance, crisis management, and human capital matters and functions; not only skilled at assessing and mitigating legal and regulatory risks and developing risk mitigation strategies, she is also adept at identifying and driving opportunities to create value. •M&A and Financial Transaction: gained significant experience negotiating, executing and integrating multiple large and high-profile acquisitions during various general counsel roles 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. •Government and Regulatory: acquired through her roles as general counsel and chief compliance officer in oil and gas, food and beverage, and personal care industries overseeing compliance with laws and regulations; Ms. Rucker provides a multi-industry, multi-disciplinary perspective to the Board’s oversight of the Company’s operational, governance, and regulatory affairs. Education: •B.B.A, Economics, University of Iowa •M.A., Public Policy, John F. Kennedy School of Government at Harvard University •J.D., Harvard Law School | | | Committees: •Compensation and Management Development •Nominating and Corporate Governance, Chair | | | | Other Public Company Directorships: •GE Vernova Inc. (NYSE: GEV), a global leader driving electrification and decarbonization (since 2024) •HP Inc., (NYSE: HPQ), technology company (since 2021) •Marathon Petroleum Corporation (NYSE: MPC), integrated, downstream energy company (since 2018) •Lennox International Inc. (NYSE: LII), global climate control products company (2015 – 2024) ) | | |

  19. Director Nominees

    | | Governance |

  20. Director Nominees

    | Scott A. Richardson | AGE: 49 | Director Since: 2025 | | | Experience: •Celanese Corporation ◦President and CEO (since 2025) ◦EVP and COO (2023 – 2024) ◦EVP and CFO (2018 – 2023) ◦SVP – Engineered Materials (2015 – 2018) ◦VP and General Manager – Acetyl Intermediates (2011 – 2015) ◦Global Commercial Director – Acetyl Intermediates (2009 – 2011) ◦Manager – Investor Relations (2009) ◦Business Analysis Manager (2006 – 2009) ◦Business Line Controller (2005 – 2006) •American Airlines Group Inc. (Nasdaq: AAL), national airline company ◦Senior Financial Analyst (2001 – 2005) Skills and Qualifications: •Operational: developed deep expertise over his two decades with the Company in key leadership roles most recently as EVP & COO prior to his appointment as CEO and combines business management expertise, financial and commercial skills, and a passion for the Company’s manufacturing operations; having led both of Celanese’s core businesses. •Strategic Planning: gained through service in a variety of senior roles including as EVP & CFO and as senior vice president of the Engineered Materials business where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. •Chemicals Industry Experience: gained during his two decades of service at the Company, in a number of key management roles, including positions overseeing the global Engineered Materials (EM) and Acetyl Chain (AC) businesses and additional roles as manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. •Global Experience: possesses strategic global vision through experience as a Celanese expat in China and leading multiple global Celanese businesses, providing unique leadership insight to broader Asian end-markets, a key geography for our growth strategy. Education: •B.A., Accounting, Westminster College •MBA, Texas Christian University | | | Committees: •Finance and Business Review, Co-Chair | | | | Other Affiliations: •Director, American Chemistry Council •Director, United Way of Metropolitan Dallas •Director, National Association of Manufacturers | | |

  21. Director Nominees

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

  22. Recommendation of the Board

    Recommendation of the Board

  23. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

  24. “FOR” EACH OF THE NOMINEES LISTED ABOVE

    “FOR” EACH OF THE NOMINEES LISTED ABOVE

  25. “FOR” EACH OF THE NOMINEES LISTED ABOVE

    | | Governance |

  26. Director Compensation

    Director Compensation

  27. 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), level 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. Effective as of January 1, 2025, the Board has an independent Chair of the Board rather than a Lead Independent Director. The Chair of the Board receives an additional annual cash retainer of $75,000 and an additional annual grant of time-based restricted stock units (“RSUs”) with a value of approximately $100,000. Effective as of March 1, 2025, the Board formed a new Finance and Business Review Committee and approved an annual cash fee for the chair of such committee in the amount of $25,000. In July 2025, based on the considerations outlined above, the Board determined not to otherwise approve any changes in the level or mix of director compensation, which is described below.

  28. Director Compensation in 2025

    Director Compensation in 2025 The Company uses both cash and equity-based compensation to attract and retain qualified directors to serve on our Board of Directors, as follows:

  29. Director Compensation in 2025

    | Director Compensation Component | Amount | | Annual Awards | | | Annual cash retainer (paid quarterly) | $125,000 | | Annual time-based RSU award(one-year vesting) | $175,000 | | Incremental Awards for Board Leadership | | | Annual cash fee for chair: (i) Nominating and Corporate Governance Committee and (ii) Stewardship Committee | $15,000 | | Annual cash fee for chair: Compensation and Management Development Committee | $20,000 | | Annual cash fee for chair: (i) Audit Committee and (ii) Finance and Business Review Committee | $25,000 | | Annual cash fee for Chair of the Board | $75,000 | | Annual RSU award for Chair of the Board (one-year vesting) | $100,000 |

  30. Director Compensation in 2025

    Newly-elected directors receive a pro-rata equity award for any 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. Occasionally, a director may use Company-provided aircraft for travel to Board meetings. We generally do not provide perquisites to our directors, other than small gifts provided at Board meetings and upon retirement.

  31. Director Compensation in 2025

    | | Governance |

  32. Director Compensation in 2025

    U.S. non-management directors are eligible 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 Galante, Go, Hill, Ihlenfeld, Kissire and Rucker were the only directors that made contributions to, or had balances in, this plan during 2025.

  33. 2025 Director Compensation Table

    2025 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, 2025.

  34. 2025 Director Compensation Table

    | Name(1) (a) | Fees Earned or Paid in Cash ($)(2) (b) | | Stock Awards ($)(3) (c) | Total ($) (h) | | Bruce E. Chinn | | 125,000 | 174,978 | 299,978 | | Edward G. Galante | | 186,250 | 211,985 | 398,235 | | Timothy Go | | 125,000 | 174,978 | 299,978 | | Kathryn M. Hill | | 125,000 | 174,978 | 299,978 | | David F. Hoffmeister | | 125,000 | 174,978 | 299,978 | | Dr. Jay V. Ihlenfeld | | 125,000 | 174,978 | 299,978 | | Deborah J. Kissire | | 150,000 | 174,978 | 324,978 | | Michael Koenig | | 125,000 | 174,978 | 299,978 | | Christopher Kuehn | | 93,750 | 174,978 | 268,728 | | Ganesh Moorthy | | 143,750 | 174,978 | 318,728 | | Kim K.W. Rucker | | 146,250 | 174,978 | 321,228 | | Scott M. Sutton | | 87,917 | 174,978 | 262,895 |

  35. 2025 Director Compensation Table

    (1)Mr. Richardson is not included in this table because he was an employee of the Company during 2025 and received no additional compensation for his services as a director. Mr. Sutton and Mr. Go resigned from the Board, effective as of January 4, 2026 and February 27, 2026, respectively. Mr. Hoffmeister and Dr. Ihlenfeld will not stand for re-election at the upcoming Annual Meeting. (2)Includes amounts earned for the annual retainer and committee chair and Chair of the Board fees for the respective directors, as applicable. (3)Represents the grant date fair value of 3,376 RSUs granted to each non-management director in May 2025 under the Amended and Restated 2018 Global Incentive Plan (the “2018 GIP”) and, in the case of Mr. Galante, an additional 714 RSUs granted in May 2025 under the 2018 GIP as compensation for his service as Chair of the Board. The fair value of RSUs granted to our non-management directors was calculated to be $51.83 per RSU, 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, 2025, each non-management director listed in the table owned 3,376 RSUs, except Mr. Galante, who owned 4,090 RSUs. The RSUs granted to Mr. Sutton and Mr. Go were forfeited pursuant to the terms of their award agreements, as Mr. Sutton and Mr. Go resigned from the Board prior to the Annual Meeting.

  36. 2025 Director Compensation Table

    | | Governance |

  37. CD&A Highlights

    | Key 2025 Compensation Decisions | Key Pay and Governance Practices | | | •The CMDC refreshed the annual incentive structure for 2025, (i) continuing to use operating EBITDA(1) as the primary financial metric while (ii) increasing the weight of free cash flow(1) to further focus management on cash generation, deleveraging and earnings growth by (iii) rebalancing the weighting of operating EBITDA(1) and free cash flow(1) to align with our current focus on cash generation and removing product quality as one of our stewardship metrics due to consistently achieving high quality performance. •The CMDC maintained the use of stock options and PRSUs to promote strong alignment between executive payouts and shareholder value creation, as stock options only have value if the stock price appreciates from the date of grant and PRSUs only have value if the company achieves multi-year financial goals. •The CMDC determined to maintain NEO salaries for the year 2025 (Mr. Richardson’s and Mr. Elliott’s salaries were set in connection with their respective appointments). •The CMDC revised the potential payout for PRSUs to enhance employee motivation and reward excellent financial performance. If the Company achieves relative TSR performance in the top decile for the performance period, the maximum payout would increase from 200% to 240%. •The CMDC revised our Executive Severance Benefits Plan (renamed the Designated Roles Member Severance Benefits Plan), effective as of January 1, 2025, to reduce the severance benefit thereunder from 150% to 100% of base salary and target bonus for executive officers (from 200% to 150% in the case of the CEO). | | 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 ✓Use of absolute caps (annual incentive plan and PRSUs) and adjustments based on relative TSR performance (PRSUs), to further align management pay with shareholder outcomes ✓Robust clawback policies that go beyond SEC and NYSE requirements and apply to time-based awards ✓Annual risk assessment of our compensation policies and practices ✓Market-aligned stock ownership guidelines for NEOs ✓Independent compensation consultant reporting to the CMDC | | (1) 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. | | |

  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 | | ✓ | Annually assess 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 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

    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. We have reflected our commitment to these stewardship goals through our long-standing practice of including them as part of our annual incentive and manufacturing site incentive programs, which currently have approximately 4,400 bonus-eligible participants. For more information on the annual incentive plan, please see “Annual Incentive Plan Awards.” 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.

  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 | 57 | | Annual Incentive Plan (Bonus) | | Performance-based, cash incentive opportunity earned based on: | Rewards performance against annual financial and stewardship goals | 58 | | | | ■ Operating EBITDA and free cash flow | | | | | | ■ Stewardship metrics (injuries, process safety and environmental releases) | | | | 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 | 63 | | | | ■ 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 | | | | Stock Options | | 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 | 63 | | Employee Benefits | | | | | | Retirement Plans | | Retirement Savings Plan | Competitive compensation elements required to recruit and retain top executive talent | 66 | | | | Supplemental Retirement Savings Plan | | 78 | | | | Retirement Pension Plan (frozen as of the end of 2013) | | 78 | | Severance Arrangements | | Designated Roles Member Severance Benefits Plan | | 80 | | | | Change in Control Agreements | | 80 | | Deferral of Compensation | | Deferred Compensation Plan | | 79 |

  42. Compensation Philosophy and Elements of Pay

    | The CMDC establishes overall target total compensation for each NEO and then allocates 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 the CMDC emphasizes a performance-based compensation mix. The CMDC strongly believes that the CEO’s compensation should be heavily weighted towards variable and long-term incentive awards to align compensation with shareholder interests. The target pay mix for our CEO for 2025 is highlighted to the right, with approximately 89% 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 assess whether the individual companies in the group continue to be appropriate and that the group as a whole is appropriate. The CMDC reviewed the comparator group during 2025 and determined to maintain the same group of peers as used in 2024. The compensation peer group used by the CMDC in setting target pay for 2025 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 | |

  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 2025-2027 PRSU payouts consist of the companies in the Dow Jones US Chemical Industry Index as of December 31, 2024. 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 any promotion or other role change. 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 existing business and macroeconomic conditions, the CMDC determined in February 2025 to maintain the base salaries for the NEOs, other than Mr. Richardson, who was appointed as CEO effective January 1, 2025, and received a base salary of $1,150,000 in connection with his promotion, and Mr. Elliott, whose base salary was set at $675,000 in connection with his re-employment. Base salaries as of December 31, 2025 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 | | | | | 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. The 2025 target bonus percentages for each NEO, in their current roles, are shown below. For 2025, 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 "2025 Business Performance Summary” below for the performance measures established for 2025 and the results against them. 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

  51. Compensation Decisions

    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 the CEO’s assessment of each such NEO’s performance against his or her individual objectives. The individual performance modifier does not apply to the annual incentive plan award granted to our CEO. The CMDC believes that the CEO holds ultimate accountability for the performance of the organization as a whole, and therefore the CEO’s 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 "2025 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 2025 target annual incentive plan award for each of the NEOs is set forth in the following table. In February 2025, the CMDC determined to maintain the then-current target annual incentive plan bonus amount for all NEOs except with regard to Messrs. Richardson and Elliott. Mr. Richardson was appointed as CEO effective January 1, 2025 and his 2025 target annual incentive plan bonus amount was increased from 100% to 125% of eligible earnings in connection with his promotion. Mr. Elliott was appointed as Senior Vice President, Engineered Materials, effective February 3, 2025 and his 2025 target annual incentive plan bonus amount was set in connection with his hire.

  54. Compensation Decisions

    | Named Executive Officer | Target Annual Incentive Plan Bonus (% of Eligible Earnings) | | Scott A. Richardson | 125% | | Chuck B. Kyrish | 90% | | Mark C. Murray | 75% | | Todd L. Elliott | 80% | | Ashley B. Duffie | 80% |

  55. Compensation Decisions

    2025 Company Performance Goals and Objectives The 2025 annual incentive plan metrics were set in the first quarter of 2025 as operating EBITDA1, free cash flow1, and stewardship goals relating to occupational and process safety and the environment. Within each of these performance metrics, three incremental performance levels are established: threshold, target and superior. Target 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). 1 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.

  56. Compensation Decisions

    The structure of the 2025 annual incentive plan was refreshed to adjust the relative weight of each of the metrics but remained substantially similar to the structure used in recent years, as the CMDC continues to believe that the structure and metrics appropriately motivate and reward achievement of key short-term objectives that drive company performance and shareholder value. The CMDC recognized the importance of cash generation for 2025 and its corresponding impact on debt paydown and deleveraging and increased the weighting of the free cash flow metric from 20% to 40% of annual incentive plan performance. The CMDC made corresponding reductions in (i) the operating EBITDA portion of the plan from 60% to 45% and (ii) the stewardship portion from 20% to 15%, while (iii) removing the 5% Quality portion. In previous years, Quality, as measured by the actual number of high-severity incidents using our internal quality notification definitions, has been one of our stewardship metrics. Including this metric in prior years has resulted in significant improvements such that, in recent years, we have consistently outperformed our rigorous superior level target. Because such significant improvements in Quality have resulted in us consistently exceeding our Quality goals, the CMDC in consultation with the Stewardship Committee determined that the Quality metric was no longer needed and thus it was removed from the stewardship goals. When the CMDC set the performance goals for the 2025 annual incentive plan, they considered our performance in 2024, our 2025 annual operating plan, our strategic plan to drive long-term earnings growth over time in various economic scenarios, and our stewardship goals. 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, taking into account potential business scenarios and risks as well as known business headwinds and tailwinds. The CMDC decided to continue to set a range for the achievement of target results for operating EBITDA and free cash flow due to (i) economic volatility, and (ii) the general difficulty of forecasting results with precision given the complexities of the industry in which we operate.

  57. Compensation Decisions

    | 2025 AIP Goal Setting: Key Initiatives and Factors Forecasted to Drive 2025 Performance | | | | | Acetyl Chain | | Engineered Materials | | | ⬧ | Leverage Acetyl Chain business’s agility and optionality to take advantage of available opportunities despite continued weak demand conditions | ⬧ | Focus resources on sectors of higher growth to improve mix and margin | | ⬧ | Operate our plants with excellence | ⬧ | Drive incremental acquisition synergies and planned cost reductions |

  58. Compensation Decisions

    CMDC sets the stewardship targets in consultation with the Stewardship Committee. To demonstrate Celanese’s commitment to the value we place on safety, the target and superior levels are generally set to reflect world class safety performance as compared to our industry peers and in line with long-term improvement and integration objectives reviewed by the Stewardship Committee. We believe our results on these metrics demonstrate top-tier stewardship performance within our industry. Our performance under the occupational safety metric is measured using an industry-standard rate-based reporting method (TRIR), consistent with metrics used by many other companies in our industry. 2025 Business Performance Summary The 2025 threshold, target (or target range) and superior annual incentive plan performance levels approved by the CMDC, the actual performance achieved, and the corresponding payout percentages are set forth in the table below.

  59. Compensation Decisions

    | Metric | Weighting | Threshold | Target | Superior | Actual | Achievement | Weighted Payout | | Financial Performance Metrics: | | | | | | | | | Operating EBITDA(1) ($ million) | 45% | $1,849 | $2,115 - 2,235 | $2,500 | $1,893 | 58.3% | 26.2% | | Free Cash Flow(2) | 40% | $441 | $657 - 753 | $964 | $773 | 110% | 43.8% | | Stewardship Metrics: | | | | | | | | | Occupational Safety(3) | 5% | 0.18 | 0.13 | 0.11 | 0.1 | 200% | 10.0% | | Process Safety(4) | 5% | 11 | 8 | 7 | 10 | 66% | 3.3% | | Environment(5) | 5% | 5 | 4 | 3 | 3 | 200% | 10.0% | | Aggregate Business Performance Modifier(6) | | | | | | | 93.4% |

  60. Compensation Decisions

    (1)Operating EBITDA is defined as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense, taxes and depreciation and amortization and further adjusted for Certain Items. See “Exhibit A”. (2)Free cash flow is defined as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for contributions from or distributions to our noncontrolling interest joint ventures. See “Exhibit A”. (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)Actual annual incentive plan payouts are further impacted by the individual performance modifiers assigned to each NEO (other than the CEO).

  61. Compensation Decisions

    2025 Individual Performance Assessments Purpose and Process Process for CEO. At the beginning of each fiscal year, the CEO and the CMDC jointly set the Company’s annual goals and objectives relevant to CEO compensation after considering input from all independent members of the Board. Performance against the 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 his 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. After the end of the fiscal year, the CEO conducts a final review with each of his 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 referred to these individual performance evaluations in determining any merit increases in base salary as well as the individual performance modifiers for the annual incentive plan. For 2025, the CMDC, with input from the full Board and its independent compensation consultant, determined in executive session the CEO’s base salary, target bonus and long-term incentive awards for the year in connection with his promotion. NEO Performance Assessments for 2025 Our NEOs’ 2025 individual performance objectives revolved around the following primary themes: •taking actions to intensify cost reduction; •driving optimization cash flow; •delivering top line growth; •driving stewardship and reliability performance; and •focusing on people to foster talent development and retention. CEO. The CMDC considered the following individual and leadership achievements of our CEO as part of his 2025 performance assessment: •Initiated and executed a significant number of actions to deliver incremental cost reductions, to increase free cash flow, to reduce debt, and to align inventory levels with demand, demonstrating an ongoing commitment to advancing Celanese’s strategic priorities; •Through actions taken to encourage a culture of stewardship and reliability, delivered maximum people safety and environmental stewardship performance; and •Oversaw actions taken in Engineered Materials intended to drive future growth and, with the hiring of Mr. Elliott, fostered the energizing and uplifting of the Engineered Materials team. Although these achievements were relevant in assessing overall CEO compensation, as noted above, the CEO’s annual incentive award for 2025 did not include an individual performance modifier. Other NEOs. The CMDC considered the individual achievements of each of our other NEOs as part of their respective performance assessments. Such performance assessments considered each NEO’s performance and contributions under the themes outlined above, including the following individual achievements: •Took actions to support cost reductions and executed refinancing transactions;

  62. Compensation Decisions

    •Delivered increase to free cash flow, took an opportunity for a strategic divestiture, and aligned inventory levels with demand; •Made changes to the product mix and took other actions intended to move toward future growth opportunities despite challenging demand environment; and •Supported leadership and other team changes, implemented an employee retention program, and took other actions intended to build momentum for growth. Based on the above business and individual results, the CMDC awarded annual incentive awards to the CEO and remaining NEOs as set forth in the “2025 Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column. Long-Term Incentive Compensation Plan Summary The CMDC annually grants long-term incentive awards to our NEOs with overlapping performance periods to provide them with personal financial motivation to help us reach our longer-term goals. In addition to providing the officer with a long-term stake in our success, we believe these awards also serve as a significant retention tool. The Company currently makes these awards under our shareholder-approved amended and restated 2018 Global Incentive Plan (the “2018 GIP”) and granted 2025 awards in the form of performance-based restricted stock units (PRSUs) (70% of targeted award value) and stock options (30% of targeted award value). These awards are intended to focus the NEOs on future company performance, and the actual value realized by a NEO will depend on our stock price and financial performance over time as well as the NEO’s continued employment with the Company. The following table summarizes the principal design elements of our 2023, 2024 and 2025 PRSUs.

  63. Compensation Decisions

    | Feature | Performance-Based PRSU Awards | | Form of award | Performance-vesting restricted stock unit | | Performance period | Three years | | Performance measure(s) | Adjusted EPS(1) (70%) (earnings measure) and Return on Capital Employed (ROCE)(1) (30%) (return measure) | | Threshold payout | 50% of target | | Maximum payout | 200% of target for 2023 and 2024 PRSUs 240% of target for 2025 PRSUs (in the event that our relative TSR compared to the companies in the Dow Jones US Chemical Index is equal to or greater than the 90th percentile; otherwise 200%) | | Relative TSR Payout Modifier | Modifies PRSU payouts by plus or minus 20% based on our stock price performance relative to companies in the Dow Jones US Chemical Index. | | Dividends on unvested awards | None |

  64. Compensation Decisions

    payouts generally range from 0% to 200% for achievement of the Adjusted EPS and ROCE targets, in the event that the Company’s relative TSR equals or exceeds the 90th percentile of the companies in the Dow Jones US Chemical Index as of December 31, 2024, the maximum payout will be increased to 240%. We disclose the specific financial performance targets for our long-term incentive plans after completion of the relevant performance period as we view the target-setting as competitively sensitive. We will disclose the financial performance targets for the 2025 PRSUs in the spring 2028 Proxy Statement after completion of the applicable performance period. The 2025 PRSUs also include a TSR modifier that can modify payouts (as determined by Adjusted EPS and ROCE performance as described above) by plus or minus 20% based on our relative stock performance compared to the companies in the Dow Jones US Chemical Index as of December 31, 2024, as follows:

  65. 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% | | *Up to a maximum of 200% unless our relative TSR compared to the companies in the Dow Jones US Chemical Index is equal to or greater than the 90th percentile, in which case, the maximum is up to 240% of target. | |

  66. Compensation Decisions

    | Performance Measure | Metric Weighting | Threshold | Target | Superior | Actual | Payout | | 2023 LTIP (vested February 15, 2026) | | | | | | | | Adjusted EPS over 3-year period(1)(2) | 70% | $36.00 | $45.00 | $51.75 | $20.88 | —% | | Return on Capital Employed(1)(3) | 30% | 5.0% | 9.5%-11.5% | 14% | 8.2% | 25.7% | | Aggregate payout (4) | | | | | | 20.6% |

  67. Compensation Decisions

    TSR for the 3-year performance period is in the bottom quartile of the Dow Jones Chemical Index for the same period. As the Company’s 3-year relative TSR for the performance period was within the bottom quartile of the Dow Jones Chemical Index, the TSR modifier reduced the performance payout to 80% of achievement (i.e., from a 25.7% payout to a 20.6% payout). Other Compensation In addition to the above, from July 2025 to February 2026, following the departure of our previous Chief Human Resources Officer (“CHRO”), Ms. Duffie served as interim CHRO in addition to her role as Senior Vice President, General Counsel, and Corporate Secretary while we conducted a search for a new CHRO. In recognition of her service as interim CHRO, Ms. Duffie received a one-time cash award of $150,000 and an award of RSUs, both of which vest 50% on each of November 17, 2026 and November 17, 2027, subject to her continued employment, in recognition of her additional responsibilities and to incentivize retention. Looking Forward: LTIP Awards Granted in 2026 In February 2026, the CMDC approved adding a portion of time-based RSUs to the 2026 LTI grants (the “2026 LTIP”) for the NEOs, with (i) 50% in the form of PRSUs with a three-year performance period, (ii) 30% in the form of RSUs that vest in three equal annual installments, and (iii) 20% in the form of options that vest in three equal annual installments. The addition of time-based RSUs into the structure provides meaningful retention value, supports consistent leadership through business cycles, and promotes stability in the management team by offering executives a clear, long‑term incentive, all while aligning NEO interests with long-term shareholder value creation.

  68. 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 2025, 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 2025, 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

  69. Additional Information Regarding Executive Compensation

    differentials, tax preparation expenses, and certain related tax equalization and tax gross-up payments. For NEOs who we ask to relocate upon joining or being promoted within the company, we provide benefits under our relocation program to help offset the additional costs of the relocation, including the shipment of household goods, travel, temporary housing, and other allowances, home sale assistance, and certain related tax gross-up payments. While Company-chartered aircraft are generally used for Company business only, we maintain an Aircraft Use Policy that authorizes personal use in certain circumstances, the incremental costs of which we report as compensation to NEOs in accordance with SEC rules. The benefits described above are also described in the notes to the “2025 Summary Compensation Table”, to the extent applicable in 2025. The CMDC reviews these arrangements regularly to assure they continue to fulfill business needs. Retirement Our NEOs participate in our various employee benefit plans designed to provide retirement income. Our qualified and non-qualified pension plans provide a retirement income base for eligible and participating employees, and our qualified and non-qualified 401(k) and supplemental savings and retirement plans permit additional retirement savings. To encourage retirement savings under the qualified and nonqualified 401(k) plans, we provide an employer matching contribution. We limit eligible compensation for employer contributions under the qualified and non-qualified 401(k) plans to annual base salary for our NEOs. As a result, the CMDC’s decisions to grant incentive awards (whether cash or equity) do not create any additional retirement benefits under these plans for our NEOs. Our U.S. defined benefit pension plan, the Celanese Americas Retirement Pension Plan, was frozen as of the end of 2013. Mr. Richardson, Mr. Kyrish, Mr. Elliott and Ms. Duffie, who were employed by us before the freeze date, participate in the plan. In addition, Mr. Elliot has an accrued benefit under the pension plan that is currently in pay status in respect of certain prior service with the Company. For more information about these plans and NEO participation in them, see “2025 Summary Compensation Table”, “2025 Pension Benefits Table” and “2025 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 a Designated Roles Member 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 who have a change in control agreement as described below. Effective January 1, 2025, the CMDC approved changes to the Severance Plan to, among other things, reduce the severance benefit thereunder from 150% of base salary and target bonus to 100% of base salary and target bonus (or from 200% to 150% in the case of the CEO) for all of our executive officers, including our active NEOs. 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 promote management’s objective consideration of 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.

  70. Additional Information Regarding Executive Compensation

    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. 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. Until the ownership guidelines are met, NEOs must retain at least 50% of the net shares received under their equity grants. Once the guideline is achieved, the NEO is permitted to divest any number of shares owned provided that the guideline continues to be met. The following table sets forth the ownership requirement (expressed as a multiple of base salary) for each of our NEOs.

  71. Additional Information Regarding Executive Compensation

    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-

  72. Additional Information Regarding Executive Compensation

    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. Policies and Practices Related to the Grant of Equity Awards At each February meeting, it is the CMDC’s long-standing practice to approve the granting of annual equity awards for the then-current fiscal year, with the grant date generally being the third trading day after the release of the Company’s annual report on Form 10-K. Other than grants made in connection with hiring, promotions, or to replace certain new hire grants once they vest and/or are exercised, equity awards are granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards. The Company may change these practices in the future. Options are granted with an exercise price equal to the average of the high and low trading prices of our Common Stock on the grant date. In 2025, the CMDC did not take into account material nonpublic information when determining the timing and terms of equity awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In 2025, we did not grant any stock options to an NEO in the period beginning four business days before the filing of a Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information and ending one business day after the filing or furnishing of such report.

  73. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes all compensation for the fiscal years ended December 31, 2025, 2024 and 2023 awarded to, earned by, or paid to each of the NEOs:

  74. 2025 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) | | Scott A. Richardson Chief Executive Officer and President | 2025 | 1,150,000 | — | 5,249,958(6) | 2,249,990(7) | 1,342,625 | 6,000 | 138,499 | 10,137,072 | | | 2024 | 800,000 | — | 2,449,936(6) | 1,049,953(7) | 481,600 | 5,000 | 99,142 | 4,885,631 | | | 2023 | 714,534 | — | 1,889,911(6) | 809,992(7) | 749,326 | 5,000 | 88,608 | 4,257,371 | | Chuck B. Kyrish Senior Vice President and Chief Financial Officer | 2025 | 700,000 | — | 1,399,979(6) | 599,977(7) | 706,104 | 6,000 | 65,692 | 3,477,752 | | | 2024 | 651,237 | — | 1,049,864(6) | 449,972(7) | 352,840 | 5000 | 71,500 | 2,580,413 | | | 2023 | 413,000 | — | 227,429(6) | 97,481(7) | 270,636 | 5000 | 45,439 | 1,058,985 | | Mark C. Murray Senior Vice President, Acetyls | 2025 | 570,000 | — | 1,049,972(6) | 449,989(7) | 399,285 | — | 62,169 | 2,531,415 | | | 2024 | 560,840 | — | 1,049,864(6) | 449,972(7) | 253,219 | — | 61,600 | 2,375,495 | | | 2023 | 509,247 | — | 682,403(6) | 292,480(7) | 429,295 | — | 56,058 | 1,969,483 | | Todd L. Elliott Senior Vice President, Engineered Materials | 2025 | 613,973 | — | 1,189,965(6) | 509,989(7) | 688,140 | — | 87,504 | 3,089,570 | | Ashley B. Duffie Senior Vice President, General Counsel and Corporate Secretary | 2025 | 620,000 | — | 1,194,955(6) | 404,983(7) | 694,896 | 5,000 | 80,146 | 2,999,980 | | | 2024 | 576,100 | — | 675,488(6) | 289,487(7) | 305,195 | 4000 | 76,985 | 1,927,255 | | | 2023 | 455,153 | — | 349,953(6) | 149,985(7) | 298,258 | 4000 | 60,127 | 1,317,476 |

  75. 2025 Summary Compensation Table

    (1)Effective January 1, 2025, Mr. Richardson was appointed Chief Executive Officer and President. Mr. Richardson’s compensation information for years prior to 2025 reflects his compensation in his previous role as Executive Vice President and Chief Operating Officer. Information is not provided for years prior to 2025 for Mr. Elliott, because he was not an NEO in the two years prior to such year. From July 18, 2025 to February 9, 2026, following the departure of our previous CHRO, Ms. Duffie served as interim CHRO in addition to her role as Senior Vice President, General Counsel, and Corporate Secretary while management conducted a search for a new CHRO. (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 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 “2025 Grants of Plan-Based Awards Table” on a grant-by-grant basis. (3)For 2025, represents Annual Incentive Plan award cash payouts with respect to 2025 performance. Further information about the Annual Incentive Plan is set forth in “Compensation Discussion and Analysis — Compensation Decisions — Annual

  76. 2025 Summary Compensation Table

    | | Executive Compensation |

  77. 2025 Summary Compensation Table

    Incentive Plan Awards" and the “2025 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 5.18% for 2025. 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, Elliott and Ms. Duffie at age 65 with a life only benefit under the CARPP and the CASRSP, as applicable. See “2025 Pension Benefits Table” and accompanying text. (5)The amounts reported in this column with respect to fiscal 2025 consist of the following: (a) Aggregate Company contributions, including matching and retirement contributions made for 2025, 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: Mr. Richardson, $126,204, Mr. Kyrish $65,692, Mr. Murray $62,169, Mr. Elliott $66,332 and Ms. Duffie $68,200. 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 ($350,000 in 2025) 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 (i) Retirement Contributions limited by Code Section 415 and not contributed to the CARSP, and (ii) 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 “2025 Nonqualified Deferred Compensation Table” and accompanying text. (b) The Company provides an annual physical exam and reimbursement of up to $10,000 annually (with no tax gross-up) for personal financial planning and wealth management services to the NEOs. 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. In addition, from time to time, NEOs may utilize sporting and event tickets purchased by the Company at no incremental cost to the Company. 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. In addition to the foregoing, Mr. Elliott received relocation benefits of $17,324 and a tax gross-up on such relocation benefits equal to $1,552.73. No other tax gross-ups were paid to any NEO during 2025.

  78. 2025 Summary Compensation Table

    | | Executive Compensation |

  79. 2025 Summary Compensation Table

    (6)The stock awards for 2025 consisted of annual equity awards of PRSUs under the 2025 long-term incentive plan (LTIP) and for Ms. Duffie also includes the additional RSU award granted for her services as interim CHRO. The per-unit fair value of the 2025 PRSUs was calculated to be $49.00, 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 240% of target. The target potential values of the award of PRSUs for the NEOs granted in 2025 using the fair value discussed above, and the maximum potential values of the PRSUs for the NEOs granted in 2025 using the closing stock price on the date of grant, assuming performance at the target and maximum levels of performance conditions, respectively, are set forth below. Actual performance, and the stock price at the eventual payout dates, is uncertain. The per-unit fair value of Ms. Duffie’s additional award was calculated to be $37.74 based on the average high and low market price of our common stock on the date of grant.

  80. 2025 Summary Compensation Table

    | | 2025 Annual PRSU Awards | | | | | Name | Target Number of PRSUs | Value at Target Performance | Maximum Number of PRSUs | Value at Highest Performance | | Scott A. Richardson | 107,142 | $5,249,958 | 257,141 | $13,538,474 | | Chuck B. Kyrish | 28,571 | $1,399,979 | 68,570 | $3,610,211 | | Mark C. Murray | 21,428 | $1,049,972 | 51,427 | $2,707,632 | | Todd L. Elliott | 24,285 | $1,189,965 | 58,284 | $3,068,653 | | Ashley B. Duffie | 19,285 | $944,965 | 46,284 | $2,436,853 |

  81. 2025 Summary Compensation Table

    (7)The fair value of the stock options granted to our NEOs under the 2025 LTIP as part of the annual award was calculated to be $23.65 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 2025 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.

  82. 2025 Summary Compensation Table

    | | Executive Compensation |

  83. 2025 Grants of Plan-Based Awards Table

    2025 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, 2025:

  84. 2025 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 Stock Awards | All Other Option Awards | | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | | | | | Number of Shares of Stock or Units (#) | Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | | | Name | Grant Date | Thres- hold ($) | Target ($) | Maxi- mum ($) | Thres-hold (#) | Target (#) | Maxi- mum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Scott A. Richardson | | | | | | | | | | | | | AIP(1) | N/A | 718,750 | 1,437,500 | 2,875,000 | — | — | — | — | — | — | — | | PRSUs(2) | 2/26/25 | — | — | — | 53,571 | 107,142 | 257,141 | — | — | — | 5,249,958 | | Stock Options(2) | 2/26/25 | — | — | — | — | — | — | — | 95,137 | 53.96 | 2,249,990 | | Chuck B. Kyrish | | | | | | | | | | | | | AIP(1) | N/A | 315,000 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | PRSUs(2) | 2/26/25 | — | — | — | 14,286 | 28,571 | 68,570 | — | — | — | 1,399,979 | | Stock Options(2) | 2/26/25 | — | — | — | — | — | — | — | 25,369 | 53.96 | 599,977 | | Mark C. Murray | | | | | | | | | | | | | AIP(1) | N/A | 213,750 | 427,500 | 855,000 | — | — | — | — | — | — | — | | PRSUs(2) | 2/26/25 | — | — | — | 10,714 | 21,428 | 51,427 | — | — | — | 1,049,972 | | Stock Options(2) | 2/26/25 | — | — | — | — | — | — | — | 19,027 | 53.96 | 449,989 | | Todd L. Elliott | | | | | | | | | | | | | AIP(1) | N/A | 245,589 | 491,178 | 982,356 | — | — | — | — | — | — | — | | PRSUs(2) | 2/26/25 | — | — | — | 12,143 | 24,285 | 58,284 | — | — | — | 1,189,965 | | Stock Options(2) | 2/26/25 | — | — | — | — | — | — | — | 21,564 | 53.96 | 509,989 | | Ashley B. Duffie | | | | | | | | | | | | | AIP(1) | N/A | 248,000 | 496,000 | 992,000 | — | — | — | — | — | — | — | | PRSUs(2) | 2/26/25 | — | — | — | 9,643 | 19,285 | 46,284 | — | — | — | 944,965 | | RSUs(2) | 11/17/25 | — | — | — | — | — | — | 6,624 | — | — | 249,990 | | Stock Options(2) | 2/26/25 | — | — | — | — | — | — | — | 17,124 | 53.96 | 404,983 |

  85. 2025 Grants of Plan-Based Awards Table

    | | Executive Compensation |

  86. 2025 Grants of Plan-Based Awards Table

    (1)2025 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, in each case with respect to the executive’s eligible earnings for 2025 as set forth in the “Salary” column in the “2025 Summary Compensation Table”. Annual Incentive Plan awards are capped at 200% of target for NEOs and thus the individual performance modifier would not increase the payout in the “maximum” scenario. See “Compensation Discussion and Analysis — Compensation Decisions — Annual Incentive Plan Awards” for additional information. (2)2025 LTIP. The 2025 LTIP was comprised of 70% PRSUs and 30% stock options. The PRSUs were awarded under the 2018 GIP and vest, if at all, in full on February 15, 2028, subject to the Company’s achievement of Adjusted EPS and Return on Capital Employed goals during fiscal years 2025-2027. 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, 2026 and will vest 33% on February 15, 2027 and 34% on February 15, 2028. 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, which was higher than the closing price of the Company’s Common Stock on the grant date for 2025. (3)Reflects RSUs granted to Ms. Duffie for her services as interim CHRO, which vest 50% on each of November 17, 2026 and November 17, 2027.

  87. 2025 Grants of Plan-Based Awards Table

    | | Executive Compensation |

  88. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    Outstanding Equity Awards at Fiscal 2025 Year-End Table The following table summarizes outstanding equity awards held by each of the NEOs as of December 31, 2025, including the vesting dates for the portions of these awards that have not yet vested:

  89. Outstanding Equity Awards at Fiscal 2025 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) | | Scott A. Richardson | | | | | | | | | | | | 2/28/23 | — | — | — | — | — | — | 3,336(6) | 141,046 | | | 2/28/23 | 14,702 | 7,575(3) | 116.93 | 2/27/33 | — | — | — | — | | | 2/28/24 | — | — | — | — | — | — | 16,118(7) | 681,469 | | | 2/28/24 | 6,779 | 13,764(4) | 149.09 | 2/27/34 | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 107,142(8) | 4,529,964 | | | 2/26/25 | — | 95,137(5) | 53.96 | 2/25/35 | — | — | — | — | | Chuck B. Kyrish | | | | | | | | | | | | 2/28/23 | — | — | — | — | — | — | 401(6) | 16,954 | | | 2/28/23 | 1,768 | 913(3) | 116.93 | 2/27/33 | — | — | — | — | | | 2/28/24 | — | — | — | — | — | — | 6,907(7) | 292,028 | | | 2/28/24 | 2,905 | 5,899(4) | 149.09 | 2/27/34 | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 28,571(8) | 1,207,982 | | | 2/26/25 | — | 25,369(5) | 53.96 | 2/25/35 | — | — | — | — | | Mark C. Murray | | | | | | | | | | | | 2/28/23 | — | — | — | — | — | — | 1,205(6) | 50,947 | | | 2/28/23 | 5,308 | 2,736(3) | 116.93 | 2/27/33 | — | — | — | — | | | 2/28/24 | — | — | — | — | — | — | 6,907(7) | 292,028 | | | 2/28/24 | 2,905 | 5,899(4) | 149.09 | 2/27/34 | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 21,428(8) | 905,976 | | | 2/26/25 | — | 19,027(5) | 53.96 | 2/25/35 | — | — | — | — | | Todd L. Elliott | | | | | | | | | | | | 2/26/25 | — | — | — | — | — | — | 24,285(8) | 1,026,770 | | | 2/26/25 | — | 21,564(5) | 53.96 | 2/25/35 | — | — | — | — | | Ashley B. Duffie | | | | | | | | | | | | 2/28/23 | — | — | — | — | — | — | 618(6) | 26,129 | | | 2/28/23 | 2,722 | 1,403(3) | 116.93 | 2/27/33 | — | — | — | — | | | 2/28/24 | — | — | — | — | — | — | 4,444(7) | 187,892 | | | 2/28/24 | 1,869 | 3,795(4) | 149.09 | 2/27/34 | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 19,285(8) | 815,370 |

  90. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | | Executive Compensation |

  91. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | 2/26/25 | — | 17,124(5) | 53.96 | 2/25/35 | — | — | — | — | | 11/17/25 | — | — | — | — | 6,624(9) | 280,063 | — | — |

  92. Outstanding Equity Awards at Fiscal 2025 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 2023, 2024 and 2025 PRSUs, multiplied by the closing stock price of $42.28 on December 31, 2025. 2023 PRSUs are disclosed based on actual performance, and the actual performance and payout value for 2024 and 2025 PRSUs 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, 2025, multiplied by the closing stock price on December 31, 2025. Actual payout values may vary. (3)Represents stock options granted in February 2023 under our 2023 LTIP. These stock options vested 33% on each of February 15, 2024 and 2025, and 34% on February 15, 2026. (4)Represents stock options granted in February 2024 under our 2024 LTIP. These stock options vested 33% on each of February 15, 2025 and February 15, 2026 and will vest 34% on February 15, 2027. (5)Represents stock options granted in February 2025 under our 2025 LTIP. These stock options vested 33% on February 15, 2026 and will vest 33% on February 15, 2027 and 34% on February 15, 2028. (6)Represents PRSUs granted under our 2023 LTIP, adjusted for actual performance at 20.6% of target. These PRSUs vested in full on February 15, 2026. (7)Represents PRSUs granted under our 2024 LTIP. These PRSUs vest in full on February 15, 2027 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2024-2026 against pre-established performance measures. (8)Represents PRSUs granted under our 2025 LTIP. These PRSUs vest in full on February 15, 2028 subject to adjustment (0-240% of targeted amount shown) based on Company performance in 2025-2027 against pre-established performance measures. (9)Represents RSUs granted in November 2025 under our 2025 LTIP. These RSUs will vest 50% on each of November 17, 2026 and November 17, 2027. For additional information, see “2025 Compensation Decisions — Long-Term Incentive Compensation” above.

  93. 2025 Option Exercises and Stock Vested Table

    2025 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, 2025. No NEOs exercised any stock options during fiscal 2025.

  94. 2025 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) | | Scott A. Richardson | — | — | 3,851 | 266,220 | | Chuck B. Kyrish | — | — | 626 | 43,275 | | Mark C. Murray | — | — | 3,290 | 210,969 | | Todd L. Elliott | — | — | — | — | | Ashley B. Duffie | — | — | 626 | 43,275 |

  95. 2025 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.

  96. 2025 Option Exercises and Stock Vested Table

    | | Executive Compensation |

  97. 2025 Pension Benefits Table

    2025 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, 2025:

  98. 2025 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) | | Scott A. Richardson | CARPP | 8.7500 | 108,000 | — | | Chuck B. Kyrish | CARPP | 7.5833 | 109,000 | — | | Mark C. Murray | CARPP | — | — | — | | Todd L. Elliott(4) | CARPP | 26.3333 | 1,418,000 | 15,306 | | | CASRPP | 26.3333 | 999,000 | 10,564 | | Ashley B. Duffie | CARPP | 6.4167 | 85,000 | — |

  99. 2025 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, Elliott and Duffie were frozen as of December 31, 2013, and the credited service reflects their years of service prior to that date. Mr. Elliott was previously employed at Celanese from 1987 to 2020 and, after a brief retirement, he returned to Celanese and was appointed as Senior Vice President, Engineered Materials in February 2025. (3) The present value amounts shown in the table above are the amount needed as of December 31, 2025, 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. (4) Mr. Elliott previously retired from Celanese after being employed from 1987 to 2020 and is currently receiving benefits under the CARPP in connection with such retirement. 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. Elliott and Ms. Duffie participated in this plan in 2025. Effective January 1, 2001, the plan began providing benefits for covered employees 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. Employees vest in their accrued benefit after completing three years of service with us. 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. 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. Elliott 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.

  100. 2025 Pension Benefits Table

    | | Executive Compensation |

  101. 2025 Pension Benefits Table

    CASRPP. The Celanese Americas Supplemental Retirement Pension Plan (“CASRPP”) is an unfunded, nonqualified “excess benefit plan” sponsored by Celanese Americas. The purpose of the plan, which is also subject to the provisions of ERISA, is to supplement the benefits payable to certain employees who are also participants in the CARPP. The CASRPP applies to non-union employees hired before January 1, 2001, with five or more years of service, as defined in the plan. The annual pension benefit formula and other plan rules are also the same as in the CARPP, as described above, except that the benefit amount under the CASRPP is not limited with respect to annual pensionable earnings. Mr. Elliott is the only NEO who participated in this plan in 2025.

  102. 2025 Nonqualified Deferred Compensation Table

    2025 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, 2025:

  103. 2025 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) | | Scott A. Richardson | CASRSP | — | 87,704 | 79,077 | — | 539,991 | | Chuck B. Kyrish | CASRSP | — | 56,000 | 19,001 | — | 151,308 | | Mark C. Murray | CASRSP | — | 40,700 | 7,612 | — | 69,952 | | Todd L. Elliott | CASRSP | — | 28,611 | — | — | — | | Ashley B. Duffie | CASRSP | — | 43,700 | 36,512 | — | 252,749 |

  104. 2025 Nonqualified Deferred Compensation Table

    (1)Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2025, which amounts are also included as All Other Compensation in the “2025 Summary Compensation Table.” (2)Amounts in this column for the CASRSP represent earnings during 2025 under such plans. None of the amounts in this column were reported as compensation in the “2025 Summary Compensation Table.” (3)Amounts in this column do not include contributions credited for 2025 (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: Mr. Richardson, $275,123; Mr. Kyrish, $62,697; Mr. Murray, $60,569; Ms. Duffie $26,974. Mr. Elliott was not an NEO in fiscal years 2023 and 2024. CASRSP. All of our NEOs were eligible in 2025 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 ($350,000 in 2025) 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, such person 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 2025 was 5.15%. 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.

  105. 2025 Nonqualified Deferred Compensation Table

    | | Executive Compensation |

  106. 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 Designated Roles Member Severance Benefits Plan (“Severance Plan”) applies to all our executive officers and other eligible employees. Effective as of January 1, 2025, the CMDC amended the Severance Plan to, among other things, reduce the severance benefit from 150% of base salary and annual incentive plan bonus to 100% of base salary and annual incentive plan bonus (or from 200% to 150% in the case of the CEO) for our executive officers, including our then-employed NEOs. As of December 31, 2025, the Severance Plan provided, upon involuntary termination without cause or termination by the executive for good reason, for the payment of (i) 100% of one year’s base salary for named executive officers (150% for the CEO); (ii) 100% of one year’s annual incentive plan bonus award for named executive officers (150% 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 reduced premiums for post-termination health insurance 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 actively employed 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;

  107. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  108. Potential Payments Upon Termination or Change In Control

    •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 change in control agreements do not contain a tax reimbursement provision and require 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.

  109. 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. |

  110. 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, 2025. 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 PRSUs, a prorated portion of the award remains outstanding upon retirement based on service over the applicable performance period. 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 award is not continued or 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.

  111. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  112. 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, 2025, and with reference to stock values on December 31, 2025. On December 31, 2025, the closing price of our Common Stock was $42.28 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 2025 Year-End Table”; •For Pension Benefits – See “2025 Pension Benefits Table”; and •For Nonqualified Deferred Compensation – See “2025 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.

  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) | $— | $5,223,875 | $— | $— | $— | $— | $7,192,625 | | Equity Value | | | | | | | | | Stock Options(2) | — | — | — | — | — | — | — | | RSUs(3) | — | — | — | — | — | — | — | | PRSUs(4) | — | 1,903,911 | 2,418,205 | 2,418,205 | — | 5,896,200 | 5,896,200 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(5) | — | 45,396 | — | — | — | — | 45,396 | | Outplacement Services(6) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(7) | — | — | — | — | — | — | — | | Total | $— | $7,189,382 | $2,418,205 | $2,418,205 | $— | $5,896,200 | $13,134,221 |

  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 | | Without Termination | With Termination | | Chuck B. Kyrish | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,918,420 | $— | $— | $— | $— | $3,248,420 | | Equity Value | | | | | | | | | Stock Options(2) | — | — | — | — | — | — | — | | RSUs(3) | — | — | — | — | — | — | — | | PRSUs(4) | — | 556,828 | 618,683 | 618,683 | — | 1,582,414 | 1,582,414 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(5) | — | 30,264 | — | — | — | — | 45,396 | | Outplacement Services(6) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(7) | — | — | — | — | — | — | — | | Total | $— | $2,521,712 | $618,683 | $618,683 | $— | $1,582,414 | $4,876,230 | | Mark C. Murray | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,396,785 | $— | $— | $— | $— | $2,394,285 | | Equity Value | | | | | | | | | Stock Options(2) | — | — | — | — | — | — | — | | RSUs(3) | — | — | — | — | — | — | — | | PRSUs(4) | — | 499,115 | 684,809 | 684,809 | — | 1,445,257 | 1,445,257 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(5) | — | 30,264 | — | — | — | — | 45,396 | | Outplacement Services(6) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(7) | — | — | — | — | — | — | — | | Total | $— | $1,942,364 | $684,809 | $684,809 | $— | $1,445,257 | $3,884,938 | | Todd L. Elliott | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,624,939 | $— | $— | $— | $— | $2,888,761 | | Equity Value | | | | | | | | | Stock Options(2) | — | — | — | — | — | — | — | | RSUs(3) | — | — | — | — | — | — | — | | PRSUs(4) | — | 305,262 | 305,262 | 305,262 | — | 1,026,770 | 1,026,770 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(5) | — | 30,264 | — | — | — | — | 45,396 | | Outplacement Services(6) | — | 16,200 | — | — | — | — | — | | Reduction to Avoid Excise Tax(7) | — | — | — | — | — | — | — | | Total | $— | $1,976,665 | $305,262 | $305,262 | $— | $1,026,770 | $3,960,927 |

  116. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  117. Potential Payments Upon Termination or Change In Control

    | | Termination of Employment | | | | | Change in Control | | | | Voluntarily or for Cause | Involuntarily without Cause | Death | Disability | | Without Termination | With Termination | | Ashley B. Duffie | | | | | | | | | Cash Payments | | | | | | | | | Severance Payment(1) | $— | $1,579,264 | $— | $— | $— | $— | $2,695,264 | | Cash Retention Award(8) | $— | $9,041 | $— | $— | $— | $— | $9,041 | | Equity Value | | | | | | | | | Stock Options(2) | $— | $— | $— | $— | $— | $— | $— | | RSUs(3) | $— | $32,767 | $32,767 | $32,767 | $— | $280,063 | $280,063 | | PRSUs(4) | $— | $383,987 | $479,202 | $479,202 | $— | $1,130,060 | $1,130,060 | | Benefits & Perquisites | | | | | | | | | Welfare Benefits Continuation(5) | $— | $30,264 | $— | $— | $— | $— | $45,396 | | Outplacement Services(6) | $— | $16,200 | $— | $— | $— | $— | $— | | Reduction to Avoid Excise Tax(7) | — | — | — | — | — | — | — | | Total | $— | $2,051,523 | $511,969 | $511,969 | $— | $1,410,123 | $4,159,824 |

  118. 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, 2025, and discussed above. (2)Stock options vest in full upon a Change in Control if the award is not continued or replaced with an award of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are not continued or replaced with an award of equivalent economic value. To the extent the awards are continued or replaced with awards of equivalent economic value and the NEO 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 based on the portion of the service period that has lapsed. For 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. No values are presented in the table because the exercise prices of all outstanding stock options were in excess of the closing price of our Common Stock on December 31, 2025. (3)Time-based RSUs vest in full upon a Change in Control if the award is not continued or replaced with an award of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are not continued or replaced with an award of equivalent economic value. To the extent the awards are continued or replaced with awards of equivalent economic value and the NEO 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 based on the portion of the service period that has lapsed. For time-based RSUs, 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. (4) Upon a Change in Control, PRSUs vest at the greater of target or estimated actual performance (target performance for 2023, 2024 and 2025 PRSUs has been assumed) if the award is not continued or replaced with an award of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are not continued or replaced with an award of equivalent economic value. To the extent the awards are continued or replaced with awards of equivalent economic value and the NEO 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 PRSUs would vest based on target performance. In the event the NEO is terminated without Cause, a prorated amount of the unvested PRSUs would remain outstanding and eligible to vest based on actual performance. In the event the NEO retires, a prorated amount of the unvested PRSUs would vest based on actual performance.

  119. Potential Payments Upon Termination or Change In Control

    | | Executive Compensation |

  120. Potential Payments Upon Termination or Change In Control

    (5) Represents reimbursement of premiums for 12 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 Mr. Richardson) from the date of termination under our Executive Severance Benefits Plan, each based on 2025 rates. Actual reimbursement premiums will depend on each NEO’s elected medical and dental coverage and the current active employee monthly premium rate. (6) Upon termination by the Company without cause, each Executive would receive up to $16,200 in outplacement services. (7) 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. (8) In the event Ms. Duffie is terminated without Cause, a prorated amount of the unvested portion of her one-time cash award will vest based on the portion of the vesting period that has lapsed.

  121. 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, 2025: •the annual total compensation of our median-compensated employee, was $92,540; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $10,137,072. •based on this information, the ratio of the total compensation of our CEO to the annual total compensation of our median-compensated employee was 109.5 to 1. As permitted under SEC rules, we are electing to use the same median employee identified for our 2023 CEO pay ratio disclosure for the year ended December 31, 2025. Since November 1, 2023, there have been no changes in the Company’s employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure, nor has there been any change in such median employee’s circumstances that we believe would cause such median employee’s compensation to no longer be reflective of our median pay. We identified our median employee for 2023 using our employee population as of November 1, 2023. To identify our median employee, 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. •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.

  122. CEO Pay Ratio

    | | Executive Compensation |

  123. CEO Pay Ratio

    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.

  124. 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

  125. 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) | | 2025 | 10,137,072 | 7,088,547 | 3,024,679 | 2,369,199 | 35.50 | 115.89 | (1,165) | 3.98 | | 2024 | 12,795,946 | (4,333,554) | 3,166,373 | 483,184 | 57.97 | 118.84 | (1,542) | 8.18 | | 2023 | 12,972,962 | 16,563,635 | 2,378,721 | 2,992,573 | 127.61 | 122.59 | 1,943 | 8.73 | | 2022 | 10,967,783 | (8,923,734) | 2,671,920 | (2,104,590) | 81.97 | 112.10 | 1,890 | 15.84 | | 2021 | 12,570,992 | 41,533,934 | 3,747,607 | 11,453,491 | 131.71 | 123.54 | 1,885 | 18.07 |

  126. Pay Versus Performance

    (1)Our Principal Executive Officer (PEO) for the year 2025 was Mr. Richardson. Our PEO for the years 2021, 2022, 2023, and 2024 was Lori J. Ryerkerk, our former 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.

  127. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Year over Year Change in Present Value of Benefit under Defined Benefit Pension Plans | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | “Compensation Actually Paid” to PEO | | 2025 | 10,137,072 | 6,000 | 7,499,948 | 4,457,423 | 7,088,547 |

  128. 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.

  129. Pay Versus Performance

    | | Executive Compensation |

  130. Pay Versus Performance

    (b)The amounts deducted or added in calculating the equity award adjustments for 2025 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.

  131. 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 | | 2025 | 5,113,299 | (421,779) | — | (234,097) | — | — | 4,457,423 |

  132. 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 2025, Mr. Kyrish, Mr. Murray, Mr. Elliott, and Ms. Duffie; (ii) for 2024, Mr. Richardson, Mr. Kyrish, Thomas F. Kelly, our former Senior Vice President, Engineered Materials, and Mr. Murray; (iii) for 2023, Mr. Richardson, Mr. Kyrish, Mr. Kelly, Mr. Murray, Ms. Duffie, and Anne L. Puckett, our Former Senior Vice President, General Counsel and Corporate Secretary; (iv) for 2022, Mr. Richardson, Mr. Kelly, John G. Fotheringham, our Former Senior Vice President, Acetyls, and Ms. Puckett; and (v) for 2021, Mr. Richardson, Mr. Kelly, Mr. Fotheringham and Ms. Puckett. (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 2025 to determine the compensation actually paid, using the same methodology described above in Note 2:

  133. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Year over Year Change in Present Value of Benefit under Defined Benefit Pension Plans | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average “Compensation Actually Paid” to Non-PEO NEOs | | 2025 | 3,024,679 | 2,750 | 1,699,952 | 1,047,222 | 2,369,199 |

  134. Pay Versus Performance

    (a)The amounts deducted or added in calculating the total average equity award adjustments for 2025 are as follows:

  135. 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 | | 2025 | 1,186,445 | (95,485) | — | (43,738) | — | — | 1,047,222 |

  136. 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 year and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period (December 31, 2020). (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.

  137. Pay Versus Performance

    | | Executive Compensation |

  138. Pay Versus Performance

    (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 2025. For 2025, Adjusted EPS was 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. 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 2025 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.”

  139. Pay Versus Performance

    | Most Important Performance Measures | | | ⬧ | Adjusted EPS | | ⬧ | Operating EBITDA | | ⬧ | ROCE | | ⬧ | Free Cash Flow |

  140. 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 Our CEO and other NEOs’ “compensation actually paid” amounts are generally aligned with the trend in our 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.

  141. Pay Versus Performance

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  142. Pay Versus Performance

    | | Executive Compensation |

  143. Pay Versus Performance

    “Compensation Actually Paid” versus GAAP Net Income and Adjusted EPS The CMDC has selected Adjusted EPS as the Company-Selected Measure representing the most important financial measure used to link performance to pay in 2025. The CMDC does not use GAAP net income to make decisions regarding compensation levels or design, or incentive plan payouts.

  144. Pay Versus Performance

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  145. Pay Versus Performance

    | | Questions and Answers about the Annual Meeting |

  146. Pay Versus Performance

    QUESTIONS AND ANSWERS