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CELANESE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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þ
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No fee required
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Table of Contents
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Table of Contents
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LETTER TO STOCKHOLDERS FROM OUR CHAIRMAN AND CEO
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LETTER TO STOCKHOLDERS FROM OUR LEAD INDEPENDENT DIRECTOR
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VOTING INFORMATION
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PROXY SUMMARY
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Annual Meeting Information
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Roadmap of Voting Matters
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Governance Highlights
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Director Nominees
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Performance and Compensation Decisions
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Additional Information
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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PROXY STATEMENT
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Information About Solicitation and Voting
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GOVERNANCE
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ITEM 1:
ELECTION OF DIRECTORS
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Director Nominees
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Board and Committee Governance
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Board Oversight
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Additional Governance Features
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Director Compensation
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Director Independence and Related Person Transactions
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STOCK OWNERSHIP INFORMATION
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Principal Stockholders and Beneficial Owners
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Section 16(a) Beneficial Ownership Reporting Compliance
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EXECUTIVE COMPENSATION*
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ITEM 2:
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
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Compensation Risk Assessment
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Compensation and Management Development Committee Report
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Compensation Committee Interlocks and Insider Participation
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Compensation Tables
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CEO Pay Ratio
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AUDIT MATTERS
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Audit Committee Report
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ITEM 3:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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MANAGEMENT PROPOSAL
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ITEM 4:
APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION
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QUESTIONS AND ANSWERS
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Proxy Materials and Voting Information
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Annual Meeting Information
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Company Documents, Communications and Stockholder Proposals
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EXHIBIT A
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Non-U.S. GAAP Financial Measures
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EXHIBIT B
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Amendment to Certificate of Incorporation
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* Additional detail for compensation topics on page
34
.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
i
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A letter from Mark C. Rohr, our Chairman and CEO
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
1
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A letter from Edward G. Galante, our Lead Director
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
2
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Voting Information
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VOTE IN ADVANCE OF THE MEETING
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VOTE IN PERSON
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via the internet
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by phone
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by mail
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in person
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:
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)
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*
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m
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Visit proxyvote.com to submit a proxy via computer or your mobile device
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Call 1-800-690-6903 or the telephone number on your proxy card or voting instruction form
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Sign, date and return your proxy card or voting instruction form
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Electronic Stockholder Document Delivery
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Instead of receiving future copies of annual meeting proxy materials by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
3
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Proxy Summary
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2019 PROXY SUMMARY
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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2018 performance, please review our 2018 Annual Report, which includes the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
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Annual Meeting Information
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Date and Time
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April 18, 2019
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7:00 a.m. (Central Daylight Saving Time)
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Place
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The Westin Irving Convention Center at Las Colinas
400 West Las Colinas Blvd., Irving, TX 75039
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Record Date
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February 19, 2019
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Voting
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Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
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Entry
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If you decide to attend the meeting in person, upon your arrival you will need to register as a visitor. See
”
Questions and Answers
”
for further instructions.
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Roadmap of Voting Matters
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Stockholders are being asked to vote on the following matters at the Annual Meeting:
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Our Board’s Recommendation
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ITEM 1.
Election of Directors
(page
9
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The 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.
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FOR each Director Nominee
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ITEM 2.
Advisory Approval of Executive Compensation
(page
35
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The Company seeks a non-binding advisory vote to approve the compensation of certain executive officers, as described in the Compensation Discussion and Analysis beginning on page
36
and in the Compensation Tables beginning on page
61
. The board values stockholders’ opinions and the compensation and management development committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
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FOR
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ITEM 3.
Ratification of Independent Registered Public Accounting Firm
(page
79
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The audit committee and the board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the audit committee’s selection of the independent registered public accounting firm for 2019.
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FOR
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ITEM 4.
Approval of the Amendment of our Certificate of Incorporation
(page
81
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The Company seeks approval of an amendment of our Certificate of Incorporation regarding removal of directors.
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FOR
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
4
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Proxy Summary
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Governance Highlights
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We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in the Company. The Governance section beginning on page
9
describes our governance framework, which includes the following highlights:
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•
Independent lead director
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Active stockholder engagement
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•
8 of our 9 directors are independent
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Diverse board in terms of gender, experience and skills
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Board committees consist entirely of independent directors
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•
Director retirement guideline
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Independent directors meet without management present
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Restrictions on share hedging and pledging
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Annual board self-assessment process
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Share ownership guidelines for executives and directors
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Majority voting for all directors
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Longstanding commitment to corporate responsibility
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•
Proxy access, under which up to 20 stockholders owning collectively 3% of our stock may nominate 20% of our directors
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Policy providing for return of long-term incentive compensation under certain circumstances (clawback policy)
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Director Nominees
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The following table provides summary information about each director nominee. Each nominee is to be elected by a majority of the votes cast. See
“
Item 1: Election of Directors
”and
“
Director Nominees
”
, for additional information about the nominees and the other directors continuing in office.
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Name and Qualifications
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Age
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Director
Since
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Primary Occupation /
Other Public Company Boards
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Independent
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Committee
Memberships
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Jean S. Blackwell
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64
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2014
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Former EVP/CFO – Cummins Inc.
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ü
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CMD; NCG
£
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||||||||||||||||||||||||||||||||
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&
5
Â
Gq@L
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Ingevity Corp.; Johnson Controls Int’l plc
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William M. Brown
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56
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2016
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Chairman/President/CEO Harris Corp.
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ü
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AC; EHS
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||||||||||||||||||||||||||||||||
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&
:5
Â
G@
6
L
Q
q
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Harris Corp.
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Edward G. Galante
t
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68
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2013
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Former SVP – Exxon Mobil Corporation
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ü
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CMD; NCG
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||||||||||||||||||||||||||||||||
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&
Q
.
:
Â
Gq@
6
L
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Linde plc; Clean Harbors Inc.; Marathon Petroleum Corp.
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Kathryn M. Hill
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62
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2015
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Former SVP Dev. Strategy – Cisco Systems Inc.
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ü
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CMD
£
; EHS
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||||||||||||||||||||||||||||||||
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&
Q:5
@
6
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Moody’s Inc.; NetApp Inc.
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David F. Hoffmeister
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64
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2006
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Former SVP / CFO – Life Technologies Corp.
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ü
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AC; NCG
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||||||||||||||||||||||||||||||||
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.
Â
6
&
Q:
GqL
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Glaukos Corporation; ICU Medical Inc.
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Dr. Jay V. Ihlenfeld
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67
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2012
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Former SVP, Asia Pacific - 3M Company
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ü
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CMD; EHS
£
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||||||||||||||||||||||||||||||||
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Q
.
:5
G@
6
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Ashland Global Holdings, Inc.
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||||||||||||||||||||||||||||||||
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Mark C. Rohr
|
67
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2007
|
Chairman & Chief Executive Officer – Celanese Corp.
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–
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||||||||||||||||||||||||||||||||
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&
Q:5
Gq@
6
L.
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Ashland Global Holdings, Inc.
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||||||||||||||||||||||||||||||||
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Kim K.W. Rucker
|
52
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2018
|
Former EVP and GC, Andeavor
|
ü
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AC; EHS
|
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||||||||||||||||||||||||||||||||
|
&
Q5
:
Gq
6
L
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Lennox International Inc.; Marathon Petroleum Corp.
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||||||||||||||||||||||||||||||||
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John K. Wulff
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70
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2006
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Former Chairman – Hercules Inc.
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ü
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AC
£
; NCG
|
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||||||||||||||||||||||||||||||||
|
&.
:
Â
Gq
6
L
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Atlas Air Worldwide Holdings, Inc.
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Board Committees:
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Qualifications:
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AC
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Audit Committee
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&
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Leadership
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G
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Govt/regulatory
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|||||||||||||||||||||||||||||
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CMD
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Compensation and Management Development Committee
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Q
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Global experience
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q
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Financial transactions
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EHS
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Environmental, Health, Safety, Quality and Public Policy Committee
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.
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Chemical industry
|
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@
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Operational
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|||||||||||||||||||||||||||||
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NCG
|
Nominating and Corporate Governance Committee
|
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:
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Innovation-focused
|
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6
|
Strategic
|
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|
|||||||||||||||||||||||||||||
|
£
|
Committee Chair
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5
|
Customer-focused
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L
|
Risk oversight
|
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|||||||||||||||||||||||||||||
|
t
|
Lead Independent Director
|
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Â
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Financial experience
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
5
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Proxy Summary
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Performance and Compensation Decisions
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|||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||||
|
2018 Key Performance Highlights
|
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|||||||||||||||||||||||||||||||||||
|
Business Performance
|
|
|||||||||||||||||||||||||||||||||||
|
In 2018, our key performance metrics were as follows:
|
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|||||||||||||||||||||||||||||||||||
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• Net sales were $7.2 billion, up 16.5%
|
|
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• Cash from operations was $1.56 billion while free cash flow
(1)
was $1.20 billion
|
|
|||||||||||||||||||||||||||||||||||
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• Net earnings was $1.2 billion while Adjusted EBIT
(1)
was $1.85 billion, up 36.6%
|
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• GAAP earnings per share
was $8.95, up 44.6%, while adjusted earnings per share
(1)
was $11.00, an increase of 46.5% over 2017
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Stockholder Value Creation
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• Positive three- and five-year total stockholder return of 41.7% and 78.5%, exceeding the S&P500 Index
|
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• Returned a record $1.1 billion to stockholders through dividends and share repurchases
|
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• Increased the quarterly cash dividend rate by 17.4% in 2018
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How Pay is Aligned to 2018 Company Performance
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|||||||||||||||||||||||||||||||||||
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The operation of our variable incentives demonstrates strong linkage between pay and performance. See page
50
for the detailed performance results.
|
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|||||||||||||||||||||||||||||||||||
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• Annual Incentive – 2018 performance resulted in above target achievement on our financial and stewardship objectives established at the beginning of the year under our 2018 annual incentive plan
|
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|||||||||||||||||||||||||||||||||||
|
• Long-Term Incentive – The performance-based restricted stock units (“PRSUs”) granted in 2016, based on our Adjusted EBIT
(1)
and Return on Capital Employed over a 2016-2018 performance period will pay out at 199.2% of target
|
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2018 Key Compensation Decisions
|
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|||||||||||||||||||||||||||||||||||
|
• 2018 Compensation – Based on our 2018 performance, the compensation and management development committee approved a business performance modifier of 161% under our 2018 annual incentive plan and established individual performance modifiers for the named executive officers. In addition, the committee had earlier awarded PRSUs and time-based restricted stock units in February 2018 under our 2018 long-term incentive plan. See page
49
for more information.
|
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Key Compensation Features
|
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• No employment agreements
|
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|||||||||||||||||||||||||||||||||||
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• Change in control double-trigger equity awards (participant’s employment must be terminated to receive benefits)
|
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|||||||||||||||||||||||||||||||||||
|
• Clawback, no share hedging and no pledging policies
|
|
|||||||||||||||||||||||||||||||||||
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• No tax gross-ups of severance, change-in-control payments or perquisites, other than for relocation benefits
|
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|||||||||||||||||||||||||||||||||||
|
• A high percentage of compensation is at risk (i.e., tied to performance)
|
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|||||||||||||||||||||||||||||||||||
|
• Significant executive share ownership requirements
|
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|||||||||||||||||||||||||||||||||||
|
Additional Information
|
|
|||||||||||||||||||||||||||||||||||
|
Please see
“
Questions and Answers
”
beginning on page
83
for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals for the 2019 Annual Meeting of Stockholders.
|
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||||||||||||||||||||||||||
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(1)
Free cash flow, Adjusted EBIT and adjusted earnings per share are non-U.S. GAAP financial measures. See
“
Exhibit A
”
for information concerning these measures including a definition and a reconciliation to the most comparable U.S. GAAP financial measure.
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
6
|
|
![]() |
|
|
Notice of Annual Meeting of Stockholders
|
|
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|
Date and Time:
|
|
April 18, 2019, 7:00 a.m. (Central Daylight Saving Time)
|
Place:
|
|
The Westin Irving Convention Center at Las Colinas
400 West Las Colinas Blvd., Irving, Texas 75039
|
Items of Business:
|
|
●
To elect Jean S. Blackwell, William M. Brown, Edward G. Galante, Kathryn M. Hill, Dr. Jay V. Ihlenfeld, David F. Hoffmeister, Mark C. Rohr, Kim K.W. Rucker and John K. Wulff to serve until the 2020 Annual Meeting of Stockholders, or until their successors are elected and qualified or their earlier resignation;
|
|
|
●
Advisory vote to approve executive compensation;
|
|
|
●
To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2019;
|
|
|
●
To approve an amendment to our certificate of incorporation; and
|
|
|
●
To transact such other business as may properly be brought before the meeting in accordance with the provisions of the Company’s Fifth Amended and Restated By-laws (the “by-laws”).
|
Record Date:
|
|
You are entitled to attend the Annual Meeting and to vote if you were a stockholder of record as of the close of business on February 19, 2019.
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2019
|
||||
The Celanese Corporation 2019 Notice of Annual Meeting and Proxy Statement, 2018 Annual Report
and other proxy materials are available at www.proxyvote.com.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
7
|
|
![]() |
|
|
Proxy Statement
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2019
|
||||
The Celanese Corporation 2019 Notice of Annual Meeting and Proxy Statement, 2018 Annual Report
and other proxy materials are available at www.proxyvote.com.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
8
|
|
![]() |
|
|
Governance
|
|
Board Composition and Refreshment
|
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Ensuring the board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of our stockholders, is a principle priority of the board and the nominating and corporate governance committee. The board and the committee also understand the importance of board refreshment, and strive to maintain an appropriate balance of tenure, turnover, diversity and skills on the board. The board believes that new perspectives and new ideas are critical to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring.
|
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|
|
BOARD REFRESHMENT
|
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|
|
Under Mark Rohr’s leadership of the board since 2012
|
||||
|
|
•
|
Six new directors elected
|
|||
|
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•
|
Rotation of all board committee chairs
|
|||
|
|
•
|
New lead independent director elected
|
|||
|
|
•
|
Expanded qualifications and diversity represented on the board
|
|||
|
|
•
|
Transitioned to annual election of directors
|
|||
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||||
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
9
|
|
![]() |
|
|
Governance
|
|
|
Qualifications, Attributes, Skills and Experience
|
|
Characteristics
|
||
&
|
Relevant senior leadership/C-Suite experience
|
|
Senior leadership experience allows directors to better understand day-to-day and strategic aspects of a business
|
||
Q
|
Global business experience
|
|
The Company’s business is global and multicultural, with products manufactured in the Americas, Europe and Asia and operations in 18 countries around the world
|
||
.
|
Extensive knowledge of the Company’s business and/or chemical industry
|
|
A deep understanding of the Company’s business and/or the chemical industry allows a director to better guide the Company
|
||
:
|
Experience in innovation-focused businesses
|
|
Focus on innovation to drive performance
|
||
5
|
Experience in customer-driven businesses
|
|
High level of customer intimacy
|
||
Â
|
High level of financial experience
|
|
Multi-dimensional businesses in multiple chemical segments
|
||
G
|
Government/regulatory/geopolitical exposure
|
|
Regulatory obligations and political challenges in various jurisdictions around the globe
|
||
q
|
Financial transactions experience
|
|
Complex financial transactions, including those in different countries and currencies
|
||
@
|
Operational expertise
|
|
Ability to manufacture many types and kinds of products consistent with high level specifications and in large quantities
|
||
6
|
Strategy development experience
|
|
Experience with strategy development, allowing the board to better evaluate management’s plan and guide the Company
|
||
L
|
Risk oversight/management expertise
|
|
Assessment of risk and the policies/procedures to manage risk
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
10
|
|
![]() |
|
|
Governance
|
|
Jean S. Blackwell
|
|||||||
|
|
||||||
![]() |
Ms. Blackwell
served as Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013. She previously served as Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001, and Vice President and General Counsel from 1997 to 1998 of Cummins Inc. Prior thereto, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1984 to 1991, where she practiced in the area of financial and real estate transactions. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director. Ms. Blackwell has served as a member of the board of directors of Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials, since May 2016, including as the chair of the audit committee and as a member of its compensation committee and the executive committee.
Ms. Blackwell has also served as a member of the board of directors of Johnson Controls International plc, a leading diversified technology company, since May 2018, including as a member of its compensation committee.
She previously served as a member of the board of directors from April 2004 to November 2009, and as chair of the audit committee, of Phoenix Companies Inc., a life insurance company. Ms. Blackwell also served as a member of the board of directors of Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products, from 2007-2018, including as a member of the governance committee and the audit committee, and as the chair of the human resource committee and the governance committee.
|
||||||
|
|
|
|
|
|
|
|
Director since:
2014
Age:
64
Board Committees:
Compensation
Nominating and Corporate Governance
Other Public Company Boards
:
Ingevity Corporation
Johnson Controls International plc
Essendant Inc.
(2007-2018)
Phoenix Companies Inc.
(2004-2009)
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
5
|
Â
|
Substantial leadership, operational, financial, transactional, customer-driven, and risk management experience gained as Executive Vice President/CFO and General Counsel of Cummins Inc., and service on other boards of directors.
|
|||
|
q
|
@
|
L
|
||||
|
|
|
|
||||
|
G
|
|
|
Substantial governmental experience from having served in the Indiana State Government.
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
William M. Brown
|
|||||||
|
|
||||||
![]() |
Mr. Brown
is Chairman of the Board, President and Chief Executive Officer of Harris Corporation, an international communications and information technology company. Mr. Brown joined Harris in November 2011 as President and Chief Executive Officer and was appointed Chairman in April 2014. Prior to joining Harris, Mr. Brown was Senior Vice President, Corporate Strategy and Development, of United Technologies Corporation (“UTC”). He also served five years as President of UTC’s Fire & Security Division. In total, Mr. Brown spent 14 years with UTC, holding U.S. and international roles at various divisions, including Carrier Corporation’s Asia Pacific Operations and the Carrier Transicold division. Before joining UTC in 1997, he worked for McKinsey & Company as a senior engagement manager. He began his career as a project engineer at Air Products and Chemicals, Inc. Mr. Brown serves on the board of directors of the Fire Department of NYC Foundation and the board of trustees of Florida Institute of Technology, and served on the board of trustees of Florida Polytechnic University from 2013 to 2017.
|
||||||
|
|||||||
|
|
|
|
|
|
|
|
Director since:
2016
Age:
56
Board Committees:
Audit
Environmental, Health, Safety & Quality
Other Public Company Boards
:
Harris Corporation
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
:
|
5
|
Substantial leadership, financial, governmental/geopolitical, innovation, strategic and risk management experience gained in roles of Chairman, President and CEO of Harris Corporation.
|
|||
|
Â
|
G
|
@
|
||||
|
6
|
L
|
|
||||
|
|
|
|
|
|||
|
Q
|
q
|
|
Substantial transactional, global business, operational and strategic experience gained in various roles with United Technologies Corporation.
|
|||
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
11
|
|
![]() |
|
|
Governance
|
|
Edward G. Galante
|
|||||||
|
|
||||||
![]() |
Mr. Galante served
as Senior Vice President and as a member of the management committee of Exxon Mobil Corporation, an international oil and gas company, from August 2001 until his retirement in 2006. Prior to that, he held various management positions of increasing responsibility during his more than 30 years with Exxon Mobil Corporation, including serving as Executive Vice President of ExxonMobil Chemical Company from 1999 to 2001. Mr. Galante currently serves as a director (since 2018), chairman of the compensation and management development committee and as a member of the audit committee of Linde plc. He formerly (since 2007) served on the Board of Praxair, Inc. prior to its merger with Linde AG. He also serves as a director (since 2010), and chairman of the environmental, health and safety committee and a member of the compensation committee and of the governance committee of Clean Harbors, Inc. He served as a director and member of the compensation committee and the environmental, health, safety and security committee of Andeavor Corporation (formerly Tesoro Corporation) until it was acquired by Marathon Petroleum Corporation. Mr. Galante currently serves as a director (since 2018) of Marathon Petroleum Corporation, and as a member of its compensation committee and its sustainability committee. From 2008 until November 2014, Mr. Galante served as a member of the board of directors of Foster Wheeler AG, which included service on Foster Wheeler's compensation and executive development committee (including as chairman) and audit committee.
|
||||||
|
|
|
|
|
|
|
|
Director since:
2013
Age:
68
Board Committees:
Compensation
Nominating and Corporate Governance
Other Public Company Boards
:
Linde plc
Clean Harbors Inc.
Marathon Petroleum Corporation
Andeavor Corporation
(2016-2018)
Praxair, Inc.
(2007-2018)
Foster Wheeler AG
(2008-2014)
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
Q
|
.
|
Substantial leadership, chemical industry, operational, global business, financial, innovation-focused, transactional, governmental/regulatory, strategy development and risk management experience gained with more than 30 years’ service with Exxon Mobil Corporation, including as Executive Vice President of ExxonMobil Chemical Company, and service on other boards of directors.
|
|||
|
:
|
Â
|
G
|
||||
|
q
|
@
|
6
|
||||
|
L
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Kathryn M. Hill
|
||||||||
|
|
|||||||
![]() |
Ms. Hill served in a number of positions at Cisco Systems, Inc. from 1997 to 2013, including, among others, as Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009, and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology industry and provides services associated with these products. Prior to joining Cisco, Ms. Hill had a number of engineering roles at various technology companies.
Ms. Hill has served as a member of the board of directors of Moody’s Corporation, an essential component of the global capital markets providing credit ratings, research, tools and analysis,
since May 2011, including currently serving as the chair of the
compensation and human resources committee and as a member of the governance and nominating committee, the audit committee and the executive committee.
She also currently serves as a member of the board of directors (since 2013), and as chair of the compensation committee and a member of the corporate governance and nominating committee, of NetApp, Inc.
|
|||||||
|
|
|
|
|
|
|
||
Director since:
2015
Age:
62
Board Committees:
Compensation
Environmental, Health, Safety & Quality
Other Public Company Boards
:
Moody's Inc.
NetApp Inc.
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
|||
|
&
|
Q
|
:
|
Substantial innovation-focused, leadership, customer-focused, global business, operational and strategic experience gained in various roles with Cisco Systems, Inc.
|
||||
|
5
|
@
|
6
|
|||||
|
|
|
|
|||||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
12
|
|
![]() |
|
|
Governance
|
|
David F. Hoffmeister
|
|||||||
|
|
||||||
![]() |
Mr. Hoffmeister served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by Fisher Scientific Inc. in February 2014. From October 2004 to November 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies Corporation. Before joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. From 1998 to 2003, Mr. Hoffmeister was the leader of McKinsey’s North American chemical practice.
Mr. Hoffmeister serves as a director of Glaukos Corporation (since 2014) and member of the audit committee. He also serves as a director (since 2018) of ICU Medical Inc. and is a member of its audit committee and compensation committee.
|
||||||
|
|
|
|
|
|
|
|
Director since:
2006
Age:
64
Board Committees:
Audit
Nominating and Corporate Governance
Other Public Company Boards
:
Glaukos Corporation
ICU Medical Inc.
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
.
|
Â
|
6
|
Substantial chemical industry, finance and strategic experience as a large consulting firm partner.
|
|||
|
|
|
|
||||
|
&
|
Q
|
:
|
Substantial leadership, global business, financial, innovation-focused, transactional, governmental/regulatory, and risk management experience gained as Chief Financial Officer of Life Technologies Corporation.
|
|||
|
G
|
q
|
L
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
|
Dr. Jay V. Ihlenfeld
|
|||||||
|
|
||||||
![]() |
From 2006
until his retirement in 2012, Dr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation. Dr. Ihlenfeld previously served as 3M Company’s Senior Vice President, Research and Development from 2002 to 2006. A 33-year veteran of 3M Company, Dr. Ihlenfeld has also held various leadership and technology positions, including Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan. Dr. Ihlenfeld serves as lead independent director (since 2019) and a director and member of the audit committee and member of the environmental, health, safety and quality committee (since 2017) of Ashland Global Holdings, Inc. (formerly Ashland Inc.).
|
||||||
|
|
|
|
|
|
|
|
Director since:
2012
Age:
67
Board Committees:
Compensation
Environmental, Health, Safety & Quality
Other Public Company Boards
:
Ashland Global Holdings, Inc.
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
Q
|
.
|
:
|
Substantial chemical industry knowledge and operational, global business, innovation, customer-driven, geopolitical and strategy development experience gained in various roles over 33 years with 3M Company.
|
|||
|
5
|
G
|
@
|
||||
|
6
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
13
|
|
![]() |
|
|
Governance
|
|
Mark C. Rohr
|
|||||||
|
|
||||||
![]() |
Mr. Rohr was named our Chairman, President and Chief Executive Officer in April 2012 after being a member of our board of directors since April 2007. Prior to joining the Company, Mr. Rohr was Executive Chairman and a director of Albemarle Corporation, a global developer, manufacturer and marketer of highly engineered specialty chemicals. During his 11 years with Albemarle, he held various executive positions, including Chairman and Chief Executive Officer. Earlier in his career, Mr. Rohr held executive leadership roles with various companies, including Occidental Chemical Corporation and The Dow Chemical Company. Mr. Rohr has served on the board of directors of Ashland Global Holdings Inc. (formerly Ashland Inc.) since 2008, and currently serves as a member of its audit committee and its environmental, health & safety committee. In 2016, he also served as Chairman of the American Chemistry Council’s Executive Committee and as Chairman of the International Council of Chemical Associations.
|
||||||
|
|
|
|
|
|
|
|
Director since: 2007
Age:
67
Board Committees:
None
Other Public Company Boards
:
Ashland Global Holdings, Inc.
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
Q
|
:
|
Substantial leadership, financial, global business, innovation-focused, customer-driven focus, operational, strategy development, risk management, transactional and governmental experience gained in the roles of Chairman, CEO and President of Celanese Corporation (since 2012) and CEO/COO of Albemarle Corporation (from 2000 to 2011).
|
|||
|
5
|
|
G
|
||||
|
q
|
@
|
6
|
||||
|
L
|
|
|
||||
|
.
|
|
|
A full career in the chemical industry, including leadership positions with the ACC and IACA.
|
|||
|
|
|
|
|
|
Kim K.W. Rucker
|
|||||||
|
|
||||||
![]() |
Ms. Rucker
served as Executive Vice President, General Counsel and Secretary of Andeavor, an integrated marketing, logistics and refining company, from 2016 until it was acquired by Marathon Petroleum Corporation in 2018. Prior to joining Andeavor, she served as Executive Vice President Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a food and beverage company, from 2012 to 2015. Beginning in 2008, Ms. Rucker served as Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products and assumed additional duties as Corporate Secretary in 2009. Ms. Rucker also served as Senior Vice President, Secretary and Chief Governance Officer of Energy Future Holdings Corp., an energy company, from 2004 to 2008. She was also Corporate Counsel for Kimberly-Clark Corporation and a Partner in the Corporate & Securities group at the law firm of Sidley Austin LLP. Ms. Rucker has served on the board of directors (since 2015) of Lennox International Inc., a global provider of climate control solutions, including currently serving as a member of the governance committee and the compensation and human resources committee. Ms. Rucker also serves on the board of directors of Marathon Petroleum Corporation (since 2018), and serves as a member of its sustainability committee.
|
||||||
|
|
|
|
|
|
|
|
Director since:
2018
Age: 52
Board Committees:
Audit
Environmental, Health, Safety & Quality
Other Public Company Boards
:
Lennox International Inc.
Marathon Petroleum Corp.
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
Q
|
5
|
Experience with multiple industries including customer-driven, innovation and marketing companies, and substantial experience with complex mergers and acquisitions and regulatory matters, together with a broad knowledge of law, corporate governance, internal and external communications, government affairs and community involvement activities, gained as an executive with leadership roles at, and as a director of, multiple public companies.
|
|||
|
:
|
q
|
6
|
||||
|
L
|
G
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
14
|
|
![]() |
|
|
Governance
|
|
John K. Wulff
|
|||||||
|
|
||||||
![]() |
Mr. Wulff is the former Chairman of the board of directors of Hercules Incorporated, a specialty chemicals company, a position he held from July 2003 until Ashland Inc.’s acquisition of Hercules in November 2008. Prior to that time, he served as a member of the Financial Accounting Standards Board from July 2001 until June 2003. Mr. Wulff was previously Chief Financial Officer of Union Carbide Corporation, a chemical and polymers company, from 1996 to 2001. During his fourteen years at Union Carbide, he also served as Vice President and Principal Accounting Officer from January 1989 to December 1995 and Controller from July 1987 to January 1989. Mr. Wulff was also a partner of KPMG LLP and predecessor firms from 1977 to 1987.
Mr. Wulff is currently a member of the audit and compensation committees, and a member of the board of directors (since 2016) of Atlas Air Worldwide Holdings, Inc., a leading global provider of outsourced aircraft and aviation operating services. He previously served as a member of the board of directors from 2004 to 2016, the chairman of the governance and compensation committee and as a member of the audit committee of Moody’s Corporation.
Mr. Wulff served as a director of Sunoco, Inc. from March 2004 until October 2012 when Sunoco was acquired by Energy Transfer Partners L.P., and as a director of Chemtura Corporation from October 2009 until April 2017 when Chemtura was acquired by Lanxess A.G.
|
||||||
|
|
|
|
|
|
|
|
Director since:
2006
Age: 70
Board Committees:
Audit
Nominating and Corporate Governance
Other Public Company Boards
:
Atlas Air Worldwide Holdings, Inc.
Chemtura Corporation
(2009-2017)
Moody’s Corporation
(2004-2016)
Sunoco Inc.
(2004-2012)
|
|
|
|
|
Specific Qualifications, Attributes, Skills and Experience:
|
||
|
&
|
.
|
:
|
Substantial leadership, chemical industry, financial, transactional, strategy development, risk management and innovation-focused business experience gained as Chairman of Hercules Incorporated, a specialty chemicals company, and as CFO of Union Carbide Corporation, a chemical and polymers company.
|
|||
|
Â
|
q
|
6
|
||||
|
L
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
||
|
Â
|
G
|
|
Substantial finance and governmental and regulatory experience as a large accounting firm partner and member of the FASB.
|
|||
|
|
|
|
||||
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
15
|
|
![]() |
|
|
Governance
|
|
As a result of the removal by stockholders of our classified board structure, commencing with the 2019 Annual Meeting of Stockholders, all directors will be elected annually. We currently have one class of directors whose term expires in 2019. The remainder of our directors are unclassified and their terms expire at the Annual Meeting.
To ensure that the board remains composed of high-functioning members capable of keeping their commitments to board service, the corporate governance and nominating committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.
In February 2016, our board proactively adopted a by-law, which permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding Common Stock continuously for at least three years, to submit director nominees for up to the greater of two directors or 20 percent of the number of directors currently serving on the board, subject to a phase-in and the terms and conditions specified in the by-laws.
|
|
|
Proxy Access
|
|
||
|
|
Holders of at least
|
|
|||
|
|
3%
|
|
|||
|
|
held by up to 20 stockholders
|
|
|||
|
|
Holding the shares
|
|
|||
|
|
continuously for at least
|
|
|||
|
|
3
|
|
|||
|
|
years
|
|
|||
|
|
Can nominate two candidates or
|
|
|||
|
|
20%
|
|
|||
|
|
of the board, whichever is greater, for election at an annual stockholders’ meeting
|
|
|||
|
|
|
||||
|
|
|
|
|
||
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
16
|
|
![]() |
|
|
Governance
|
|
|
Board Leadership Structure
|
|
|
|
|
|
||
|
●
|
Chairman of the Board and CEO: Mark Rohr
|
|
The board believes this is the optimal structure to guide the Company and maintain the focus required to achieve the Company’s strategic plan and long-term business goals. However, the board reevaluates the structure annually.
|
|
|||
|
●
|
Lead Independent Director: Edward Galante
|
|
|
||||
|
●
|
All board committees comprised exclusively of independent directors
|
|
|
||||
|
●
|
Active engagement by all directors
|
|
|
||||
|
|
|
|
|
|
|
|
|
•
|
presides over executive sessions of the non-employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the Chairman and CEO;
|
•
|
approves the scheduling of board meetings, as well as the agenda and materials for each board meeting and executive session of the board’s non-employee, independent directors;
|
•
|
has the authority to call meetings of the board and such other meetings of the non-employee, independent directors as he/she deems necessary;
|
•
|
serves as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
17
|
|
![]() |
|
|
Governance
|
|
•
|
meets regularly with the Chairman and CEO;
|
•
|
communicates with stockholders as requested and deemed appropriate by the board;
|
•
|
interviews director candidates along with the nominating and corporate governance committee;
|
•
|
approves and coordinates the retention of advisors and consultants who report directly to the non-employee, independent members of the board, except as otherwise required by applicable law or the New York Stock Exchange (“NYSE”) Listing Standards;
|
•
|
guides the board’s governance processes concerning the annual board self-evaluation and CEO succession planning; and
|
•
|
when requested by the Chairman or the board, assists the board in reviewing and assuring compliance with governance principles.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
18
|
|
![]() |
|
|
Governance
|
|
•
|
audit committee;
|
•
|
compensation and management development committee;
|
•
|
nominating and corporate governance committee; and
|
•
|
environmental, health, safety, quality and public policy committee.
|
|
Independent Director
|
Audit Committee
|
Compensation and Management Development Committee
|
Environmental, Health, Safety, Quality and Public Policy Committee
|
Nominating and Corporate Governance Committee
|
Jean S. Blackwell
À
|
ü
|
|
l
|
|
£
|
William M. Brown
À
|
ü
|
l
|
|
l
|
|
Edward G. Galante
u
|
ü
|
|
l
|
|
l
|
Kathryn M. Hill
|
ü
|
|
£
|
l
|
|
David F. Hoffmeister
À
|
ü
|
l
|
|
|
l
|
Dr. Jay V. Ihlenfeld
|
ü
|
|
l
|
£
|
|
Mark C. Rohr
|
|
|
|
|
|
Kim K.W. Rucker
|
ü
|
l
|
|
l
|
|
John K. Wulff
À
|
ü
|
£
|
|
|
l
|
Meetings in 2018
|
Board = 7
|
7
|
5
|
4
|
4
|
£
Chairperson
l
Member
À
Financial Expert
u
Lead Independent Director
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
19
|
|
![]() |
|
|
Governance
|
|
•
|
accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;
|
•
|
the quality and integrity of the financial statements of the Company;
|
•
|
internal control and compliance programs;
|
•
|
the independent registered public accounting firm’s qualifications and independence; and
|
•
|
the performance of the independent registered public accounting firm and the Company’s internal audit function.
|
•
|
review and approve the compensation of the Company’s executive officers;
|
•
|
review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; and
|
•
|
oversee the development and implementation of succession plans for the CEO and the other key executives.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
20
|
|
![]() |
|
|
Governance
|
|
•
|
identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill board vacancies;
|
•
|
review and recommend non-employee director compensation to the board;
|
•
|
develop and recommend to the board and oversee implementation of the Company’s corporate governance guidelines;
|
•
|
oversee evaluations of the board; and
|
•
|
recommend to the board nominees for the committees of the board.
|
•
|
oversee the Company’s policies and practices concerning environmental, health, safety, quality and public policy issues;
|
•
|
review the impact of such policies and practices on the Company’s corporate social responsibilities, public relations and sustainability; and
|
•
|
make recommendations to the board regarding these matters.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
21
|
|
![]() |
|
|
Governance
|
|
•
|
The audit committee oversees the enterprise risk process that management implements, and reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, internal control over financial reporting and disclosure controls and procedures, tax, investment, and other financial risks, as well as the Company’s financial position and financial activities. It also reviews the Company’s
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
22
|
|
![]() |
|
|
Governance
|
|
•
|
The compensation and management development committee oversees compensation programs and policies and practices and their effect on risk-taking by management. See
“
Compensation Risk Assessment
”
for additional information.
|
•
|
The nominating and corporate governance committee manages risk by overseeing the governance framework and structure as well as other corporate governance matters, including oversight of the annual board and committee assessment process, and is charged with developing and recommending to the board corporate governance principles and policies and board committee structure, leadership and membership.
|
•
|
The environmental, health, safety, quality and public policy committee oversees the Company’s operational risks, including those risks associated with employee, environmental, process and product safety and quality, public policy and reputation.
|
•
|
The full board addresses risks associated with cybersecurity.
|
•
|
The full board and the compensation and management development committee address issues and risks associated with diversity and inclusion and human capital management.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
23
|
|
![]() |
|
|
Governance
|
|
•
|
the ability to attend and voice opinions at the annual meeting of stockholders (see page
88
);
|
•
|
a dedicated annual meeting page on our website (see page
89
);
|
•
|
a majority voting standard (see page
16
);
|
•
|
the annual advisory vote to approve executive compensation (see page
35
);
|
•
|
annual election of directors (beginning in 2019) (see page
16
);
|
•
|
commitment to thoughtfully consider stockholder proposals submitted to the Company (see page
90
); and
|
•
|
the ability to direct communications to individual directors or the entire board (see page
90
).
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
24
|
|
![]() |
|
|
Governance
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
25
|
|
![]() |
|
|
Governance
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
26
|
|
![]() |
|
|
Governance
|
|
Director Compensation Component
|
Amount
|
|
Annual Awards
|
|
|
Annual cash retainer (paid quarterly)
|
$105,000
|
|
Annual time-based restricted stock units (“RSU”)(one-year vesting)
|
$150,000
|
|
Incremental Awards for Board Leadership
|
||
Annual cash fee for chair: (i) nominating and corporate governance committee, and (ii) environmental, health, safety, quality and public policy committee
|
$15,000
|
|
Annual cash fee for chair: (i) audit committee, and (ii) compensation and management development committee
|
$20,000
|
|
Annual cash fee for lead independent director
|
$25,000
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
27
|
|
![]() |
|
|
Governance
|
|
Name
(1)
(a)
|
|
Fees
Earned or Paid in Cash
($)
(2)
(b)
|
|
Stock
Awards
($)
(3)
(c)
|
|
Option
Awards($) (4)
(d)
|
|
Non-Equity
Incentive Plan Compensation
($)
(e)
|
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
($)
(5)
(f)
|
|
All Other
Compensation
($)
(6)
(g)
|
|
Total
($)
(h)
|
|||
Jean S. Blackwell
|
|
120,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
269,891
|
|
William M. Brown
|
|
105,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
254,891
|
|
Bennie W. Fowler
|
|
37,788
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,788
|
|
|
Edward G. Galante
|
|
130,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
5,000
|
|
284,891
|
|
Kathryn M. Hill
|
|
125,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
274,891
|
|
David F. Hoffmeister
|
|
105,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
254,891
|
|
Dr. Jay V. Ihlenfeld
|
|
120,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
269,891
|
|
Kim K.W. Rucker
|
|
25,109
|
|
|
87,445
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
112,554
|
|
John K. Wulff
|
|
125,000
|
|
|
149,891
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
274,891
|
|
(1)
|
Mr. Fowler resigned during
2018
. Therefore, the information above reflects his service on the board from his election to the board through the date of his resignation. Mr. Rohr is not included in this table because he was an employee of the Company during
2018
and received no compensation for his services as a director.
|
(2)
|
Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective directors, as applicable.
|
(3)
|
Represents the grant date fair value of 1,372 RSUs granted to each non-management director in April
2018
(790 RSUs for Ms. Rucker, granted in October 2018, which represents a prorated amount of RSUs for time served from her election through April 2019) under the Company’s 2009 Global Incentive Plan (for Ms. Rucker, under the 2018 Global Incentive Plan) computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. For a discussion of the method and assumptions used to calculate such expense, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
. As of
December 31, 2018
, each non-management director listed in the table owned 1,372 RSUs, except Mr. Fowler, who held no RSUs, and Ms. Rucker, who held 790 RSUs.
|
(4)
|
The Company has not granted stock options to directors since 2007. As of
December 31, 2018
, no persons serving as a non-management director held any stock options.
|
(5)
|
Deferrals by directors under the 2008 Deferred Plan, including deferrals of RSUs, do not receive above-market earnings and therefore no amount with respect to those deferrals is included in the Table.
|
(6)
|
Directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. We generally do not provide perquisites to our directors, other than small gifts provided at board meetings and upon retirement. Occasionally, a director may use Company-provided aircraft for travel to board meetings. Also, a director’s spouse may accompany him or her on Company business at our request. For example, spouses are invited to some of the board dinners we hold during the year in connection with board meetings. This policy involves a de minimus or no incremental cost to us, and we believe it serves a legitimate business purpose. The board does not provide any tax gross-ups on any director perquisites. No director received perquisites at or exceeding a total value of $10,000 in
2018
. For Mr. Galante, represents the matching of a charitable contribution to a local charity.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
28
|
|
![]() |
|
|
Governance
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
29
|
|
![]() |
|
|
Governance
|
|
Director
|
Organization
|
Director’s Relationship
to Organization
|
Type of Transaction, Relationship or Arrangement
|
Does the Amount Exceed the Greater of $1 million or 2% of either company’s Gross Revenues?
|
Jean S. Blackwell
|
Ingevity Corporation and its subsidiaries and affiliates
|
Director
|
Business Relationship - Routine sales to Ingevity
|
No
|
|
Johnson Controls International plc and its subsidiaries and affiliates
|
Director
|
Business Relationship - Routine sales to, and purchases from, Johnson Controls
|
No
|
Edward G. Galante
|
Praxair, Inc. and its subsidiaries and affiliates*
|
Director
|
Business Relationship - Routine purchases from Praxair
|
No
|
|
Linde plc and subsidiaries and affiliates*
|
Director
|
Business Relationship - Routine purchases from Linde
|
No
|
|
Clean Harbors and its subsidiaries and affiliates
|
Director
|
Business Relationship - Routine purchases from Clean Harbors
|
No
|
Kathryn M. Hill
|
Moody’s Inc. and its subsidiaries and affiliates
|
Director
|
Business Relationship - Routine purchases from Moody’s
|
No
|
Dr. Jay V. Ihlenfeld
|
Ashland Global Holdings Inc. and its subsidiaries and affiliates
|
Director
|
Business Relationship - Routine sales to, and purchases from, Ashland
|
No
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
30
|
|
![]() |
|
|
Governance
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
31
|
|
![]() |
|
|
Stock Ownership Information
|
|
|
|
Amount and Nature of Beneficial Ownership of Common Stock
|
|||||||||
|
|
Common Stock
Beneficially Owned (1) |
|
Rights to
Acquire Shares of Common Stock (2) |
|
Total
Common Stock Beneficially Owned |
|
Percentage of
Common Stock Beneficially Owned |
|||
|
|
|
|
|
|||||||
The Vanguard Group, Inc.
(3)
|
|
14,638,982
|
|
|
—
|
|
|
14,638,982
|
|
|
11.4
|
Dodge & Cox
(4)
|
|
10,727,345
|
|
|
—
|
|
|
10,727,345
|
|
|
8.4
|
BlackRock, Inc.
(5)
|
|
9,467,199
|
|
|
—
|
|
|
9,467,199
|
|
|
7.4
|
Directors
(6)(7)
|
|
|
|
|
|
|
|
|
|||
Jean S. Blackwell
|
|
2,601
|
|
|
1,372
|
|
|
3,973
|
|
|
*
|
William M. Brown
|
|
103
|
|
|
1,372
|
|
|
1,475
|
|
|
*
|
Edward G. Galante
|
|
5,298
|
|
|
1,372
|
|
|
6,670
|
|
|
*
|
Kathryn M. Hill
|
|
4,849
|
|
|
1,372
|
|
|
6,221
|
|
|
*
|
David F. Hoffmeister
|
|
41,795
|
|
|
1,372
|
|
|
43,167
|
|
|
*
|
Dr. Jay V. Ihlenfeld
|
|
4,257
|
|
|
1,372
|
|
|
5,629
|
|
|
*
|
Kim K.W. Rucker
|
|
—
|
|
|
790
|
|
|
790
|
|
|
*
|
John K. Wulff
|
|
27,675
|
|
|
1,372
|
|
|
29,047
|
|
|
*
|
Named Executive Officers
(6)
|
|
|
|
|
|
|
|
|
|||
Peter G. Edwards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
Shannon L. Jurecka
|
|
2,598
|
|
|
—
|
|
|
2,598
|
|
|
*
|
Kevin S. Oliver
|
|
19,547
|
|
|
—
|
|
|
19,547
|
|
|
*
|
Scott A. Richardson
|
|
21,825
|
|
(7)
|
—
|
|
|
21,825
|
|
|
*
|
Mark C. Rohr
(8)
|
|
527,432
|
|
|
—
|
|
|
527,432
|
|
|
*
|
Scott M. Sutton
|
|
74,038
|
|
|
—
|
|
|
74,038
|
|
|
*
|
All present directors, nominees and executive officers as a group (13 persons)
(9)
|
|
712,472
|
|
|
10,394
|
|
|
722,866
|
|
|
*
|
*
|
Less than 1% of shares.
|
(1)
|
Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through the vesting of restricted stock units or other rights to acquire shares. To our
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
32
|
|
![]() |
|
|
Stock Ownership Information
|
|
(2)
|
Reflects rights to acquire shares of Common Stock within 60 days of
February 19, 2019
, and includes, as applicable, shares of Common Stock issuable upon the vesting of restricted stock units granted under the 2009 GIP and 2018 GIP within 60 days of
February 19, 2019
. Does not include units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 6,476 equivalent shares, Mr. Brown – 3,923 equivalent shares, Mr. Galante – 5,925 equivalent shares, Dr. Ihlenfeld – 7,550 equivalent shares, and Mr. Wulff – 17,860 equivalent shares.
|
(3)
|
On January 10, 2019, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 5 to Schedule 13G with the SEC reporting beneficial ownership of 14,638,982 shares of Common Stock as of December 31, 2018, with sole voting power over 160,611 shares, shared voting power over 30,203, sole dispositive power over 14,452,968 shares and shared dispositive power over 186,014 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(4)
|
On February 14, 2019, Dodge & Cox filed Amendment No. 9 to Schedule 13G with the SEC reporting beneficial ownership of 10,727,345 shares of Common Stock as of December 31, 2018, with sole voting power over 10,208,518 shares and sole dispositive power over 10,727,345 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
|
(5)
|
On February 4, 2019, BlackRock, Inc. (“BlackRock”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 9,467,199 shares of Common Stock as of December 31, 2018, with sole voting power over 8,258,418 shares and sole dispositive power over 9,467,199 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
|
(6)
|
Listed alphabetically. Each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.
|
(7)
|
Includes beneficial ownership of Common Stock by Mr. Richardson of 526 equivalent shares in the Celanese Stock Fund under the CARSP as of February 19, 2019. He has the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.
|
(8)
|
Mr. Rohr also serves as a director and his ownership information is set forth under “Named Executive Officers”.
|
(9)
|
Excludes shares held by Mr. Edwards who ceased employment on January 31, 2019 and Mr. Oliver who ceased to be an executive officer effective April 24, 2018. Does not include 153,488 PRSUs (at target) held by our current executive officers as of
February 19, 2019
subject to future performance and vesting conditions.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
33
|
|
![]() |
|
|
Executive Compensation
|
|
ITEM 2:
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
|
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
Executive Summary
|
|
Overview
|
|
Named Executive Officers
|
|
2018 Performance Highlights
|
|
Performance Goals for 2018
|
|
2018 Payouts Aligned to Performance
|
|
CEO 2018 Compensation Decisions
|
|
Our Response to the 2018 Advisory Vote and Stockholder Feedback
|
|
We Follow Compensation Governance Best Practices
|
|
|
|
Compensation Philosophy and Elements of Pay
|
|
Compensation Philosophy
|
|
Compensation Objectives
|
|
Elements of Compensation
|
|
Setting Total Compensation
|
|
Our Compensation Comparator Group
|
|
|
|
2018 Compensation Decisions
|
|
Base Salary
|
|
Annual Incentive Plan Awards
|
|
Long-Term Incentive Compensation
|
|
Executive Pay Parity
|
|
|
|
Compensation Governance
|
|
Compensation and Management Development Committee Oversight
|
|
Role of the Compensation Consultant in Making Decisions
|
|
Role of Management in Making Decisions
|
|
|
|
|
|
|
|
|
|
Additional Information Regarding Executive Compensation
|
|
Other Compensation Elements
|
|
Executive Stock Ownership Requirements
|
|
Executive Compensation Clawback Policy
|
|
Tally Sheets
|
|
Tax and Accounting Considerations
|
|
|
|
COMPENSATION RISK ASSESSMENT
|
|
|
|
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
|
|
|
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
|
|
|
COMPENSATION TABLES
|
|
2018 Summary Compensation Table
|
|
2018 Grants of Plan-Based Awards Table
|
|
Outstanding Equity Awards at Fiscal 2018 Year-End Table
|
|
2018 Option Exercises and Stock Vested Table
|
|
2018 Pension Benefits Table
|
|
2018 Nonqualified Deferred Compensation Table
|
|
Potential Payments Upon Termination or Change in Control
|
|
|
|
CEO PAY RATIO
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
34
|
|
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|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
35
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
supports the execution of our business strategy and the achievement of our long-term financial objectives;
|
•
|
attracts, motivates and retains a talented team of executives who will provide leadership for our success in dynamic, competitive markets and products, using balanced performance metrics;
|
•
|
aligns performance with long-term stockholder value creation; and
|
•
|
rewards executives’ contributions at a level reflecting Company performance and their individual performance.
|
Named Executive Officer
|
Title (as of December 31, 2018)
|
|
Mark C. Rohr
|
Chairman of the Board, Chief Executive Officer and President
|
|
Scott A. Richardson
|
Senior Vice President and Chief Financial Officer*
|
|
Scott M. Sutton
|
Chief Operating Officer
|
|
Peter G. Edwards
|
Executive Vice President & General Counsel
|
|
Shannon L. Jurecka
|
Senior Vice President and Chief Human Resources Officer
|
|
Kevin S. Oliver
|
Former Chief Accounting Officer, Controller and Acting Chief Financial Officer*
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
36
|
|
![]() |
|
|
Executive Compensation
|
|
(1)
|
Adjusted earnings per share or Adjusted EPS is a non-GAAP financial measure that we define as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. See
“
Exhibit A
”
to this Proxy Statement for additional information concerning this performance measure and a reconciliation of this measure to diluted earnings per share, the most comparable U.S. GAAP financial measure.
|
(2)
|
Total stockholder return or TSR is cumulative stock price appreciation plus dividends, with dividends reinvested.
|
(3)
|
Free cash flow is a non-GAAP financial measure that we define as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to our partner in our methanol joint venture. Free cash flow amounts noted above are net of pension contributions of $316 million and $300 million in 2017 and 2016, respectively. See
“
Exhibit A
”
to this Proxy Statement for additional information concerning this liquidity measure and a reconciliation of this measure to cash flow from operations, the most comparable U.S. GAAP financial measure.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
37
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
Our net sales were
$7.2 billion
in
2018
, up
16.5%
from
2017
, primarily due to increases in price and volume in
2018
.
|
•
|
We generated net earnings of
$1.2 billion
in
2018
, up 42.9%, primarily due to increases in price and volume, while Adjusted EBIT
(4)
was
$1.85 billion
in
2018
, up
36.6%
from
2017
.
|
•
|
GAAP diluted earnings per share were
$8.95
, up
44.6%
from
2017
, while adjusted earnings per share
(1)
for
2018
was
$11.00
, an increase of
46.5%
over
2017
, both a record, primarily due to an increase in product pricing, volume growth, productivity initiatives and a reduction in outstanding share count through share repurchases, facilitated by our strong cash generation.
|
•
|
Cumulative total stockholder return
(2)
over the prior 1-, 3- and 5-year periods was
(14.3)%
,
41.7%
and
78.5%
, respectively. Our 1-year TSR
(2)
was in the middle of our compensation comparator group (described below), just slightly below the Dow Jones Chemical Index performance of
(14)%
, and lower than the S&P500 Index at
(4.4)%
. However, our 3- and 5-year TSR of
41.7%
and
78.5%
, respectively, exceeded the S&P500 Index and the Dow Jones Chemical Index for the same periods, and our TSR was performing in line with the S&P500 Index through the 3
rd
quarter of 2018. During the fourth quarter of 2018, several external factors suddenly impacted the equity markets negatively, including (but not limited to) significant declines in crude oil prices and trade tensions between the US and China. These events impacted certain sectors of the S&P more negatively, including the materials sector. As a result of this fourth quarter volatility, our 1-year TSR for 2018 lagged the broad S&P500 Index.
|
•
|
Our cash flow from operations was
$1.56 billion
, up
94.0%
from
2017
, while our free cash flow
(3)
was
$1.20 billion
, up
135.4%
from
2017
. This record level of free cash flow and a portion of our balance sheet cash allowed us to execute on our cash deployment priorities in
2018
by investing in our existing businesses, executing prudent M&A, and returning cash to our stockholders, all designed to enhance returns.
|
•
|
During
2018
, we returned a record
$1.1 billion
to stockholders:
|
◦
|
We increased the rate of our quarterly cash dividend per share by
17.4%
and paid an aggregate of
$280 million
in cash dividends. We have paid cash dividends for
55
consecutive quarters and the compound rate of increase in the dividend per share has been approximately 33.5% since 2009.
|
◦
|
We repurchased
$817 million
of our Common Stock under our announced share repurchase program.
|
◦
|
We have returned
$3.9 billion
to stockholders since 2012 in the form of cash dividends and share repurchases.
|
(4)
|
Adjusted EBIT is a non-GAAP financial measure (“Adjusted EBIT”) that we define as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items. See
“
Exhibit A
”
to this Proxy Statement for additional information concerning this performance measure and a reconciliation of this measure to net earnings, the most comparable U.S. GAAP financial measure.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
38
|
|
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|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
39
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
2017
|
|
|
Percentage Y-o-Y Improvement for 2018 Annual Incentive Plan Payout
|
|
|
||||
Metric
|
|
Actual
|
|
|
Threshold
|
|
Target
|
|
Superior
|
|
|
Adjusted EBIT
(1)
|
|
$1,356 million
|
|
|
0%
|
|
8%
|
|
15%
|
|
|
2018 Annual Incentive Plan Performance Measure
|
|
Actual
Result
|
Achievement as a
% of Target
|
Adjusted EBIT Growth
|
|
Superior
|
200%
|
Working Capital as % of Net Sales
|
|
Below Target
|
55%
|
Stewardship:
|
|
|
|
Occupational Safety
|
|
Below Target
|
42%
|
Process safety
|
|
Above Target
|
167%
|
Environmental
|
|
Superior
|
200%
|
Total Aggregate Payout
|
|
|
161.4%
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
40
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
2018
|
|
2017
|
||||
|
|
Amount
|
|
Amount
|
||||
Salary Earned
|
|
$
|
1,155,000
|
|
|
$
|
1,155,000
|
|
Annual Performance Bonus
(1)
|
|
3,200,000
|
|
|
3,100,000
|
|
||
Long-Term Incentive Award
(2)
|
|
7,999,985
|
|
|
7,499,920
|
|
||
Total direct compensation
|
|
$
|
12,354,985
|
|
|
$
|
11,754,920
|
|
|
|
|
|
|
||||
(1)
Computed as 135% times salary earned times actual company performance modifier of 161.4% and 158% of target in 2018 and 2017, respectively, times personal performance modifier of 127.15% and 125.8% in 2018 and 2017, respectively.
|
||||||||
(2)
Grant date fair value.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
41
|
|
![]() |
|
|
Executive Compensation
|
|
|
What We Do
|
|
|
ü
|
100% independent directors on our compensation and management development committee
|
ü
|
Conduct an annual ”say-on-pay” advisory vote for stockholders
|
ü
|
Generally provide a significant proportion of NEO compensation in the form of performance-based compensation
|
ü
|
Pay for performance, including using a high percentage of performance stock units for the annual equity grant to align interests with stockholders
|
ü
|
Use appropriate comparator group when establishing compensation
|
ü
|
Balance short- and long-term incentives, aligning long-term incentives with stockholder returns
|
ü
|
Include caps on individual payouts in incentive plans
|
ü
|
Include a clawback policy in our long-term incentive plans
|
ü
|
Market-aligned stock ownership guidelines requiring CEO to hold 6x base salary (3x for other NEOs)
|
ü
|
Use double-trigger vesting for change in control in our long-term equity awards (i.e., participant must have been terminated after the event to receive benefits)
|
ü
|
Condition grants of long-term incentive awards on execution of a non-solicitation / noncompetition agreement
|
ü
|
Mitigate undue risk taking in compensation programs
|
ü
|
Use of an independent executive compensation consultant reporting to the committee
|
ü
|
Process for reviewing executive compensation consultant and advisor independence
|
ü
|
Anti-hedging and anti-pledging provisions included in our Insider Trading Policy
|
|
|
|
What We Don’t Do
|
|
|
X
|
No change in control excise tax ”gross-up” agreements
|
X
|
No excessive perquisites
|
X
|
No tax ”gross-ups” for perquisites, except for relocation benefits (for all employees)
|
X
|
No employment agreements
|
X
|
No stock option repricing, reloads or exchange without stockholder approval
|
X
|
No dividend equivalents paid on unvested equity awards
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
42
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
Competitive – pay should be set at a level for the role that is competitive to our peers with whom we compete for talent, is equitable among our executive officers, and recognizes the knowledge, skills and attributes of our executive officers;
|
•
|
Performance-based – pay should reward individual and Company performance when pre-established short- and long-term goals are met or exceeded and provide for consequences when such targets are not met;
|
•
|
Aligned with Stockholders – incentive plans should encourage long-term increases in stockholder value; and
|
•
|
Focused on Talent – pay should be designed to attract, motivate and retain key executives.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
43
|
|
![]() |
|
|
Executive Compensation
|
|
Compensation
Element
|
Description
|
Competitive
|
Performance-
Based
|
Stockholder
Alignment
|
Talent
Focus
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Base Salary
(refer to page 47)
|
|
•
|
|
Fixed level of compensation
|
ü
|
|
|
ü
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Annual Incentive Plan (Bonus)
(refer to page 47)
|
|
•
|
|
Performance-based, cash incentive opportunity
|
ü
|
ü
|
ü
|
ü
|
||||||||
|
|
|
■
2018 plan measures are Adjusted EBIT, working capital as a percentage of net sales, and stewardship metrics (injuries, process safety and environment)
|
|
|
|
|
|||||||||
|
|
|
|
|
||||||||||||
Long-Term Incentive Awards
(refer to page 51)
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Performance-
based Restricted Stock Units |
|
•
|
|
Performance-based, long-term equity incentive plan
|
ü
|
ü
|
ü
|
ü
|
||||||||
|
|
|
■
2018 plan measures are Adjusted EPS and ROCE
(2)
over a three-year performance period (2018-2020), with a limit on the Adjusted EPS payout if relative total stockholder return is below a threshold
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
Time-based
Restricted Stock Units |
|
•
|
|
Awards generally vest over three-year term
■
Granted to CEO and one other NEO in 2018
|
ü
|
|
ü
|
ü
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
(1)
|
|
•
|
|
Variable pay based on increases in our stock price over time
■
None granted to NEOs in 2018
|
ü
|
ü
|
ü
|
ü
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Retirement Plans
(refer to pages 56 and 67)
|
|
•
|
|
Celanese Americas Retirement Savings Plan
|
ü
|
|
|
ü
|
||||||||
|
•
|
|
Celanese Americas Supplemental Retirement Savings Plan
|
ü
|
|
|
ü
|
|||||||||
|
•
|
|
Celanese Americas Retirement Pension Plan
(3)
|
ü
|
|
|
ü
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
Severance Arrangements
(refer to page 70)
|
|
•
|
|
Executive Severance Benefits Plan
|
ü
|
|
|
ü
|
||||||||
|
•
|
|
Change in Control Agreement
|
ü
|
|
ü
|
ü
|
|||||||||
Deferred Compensation Plan
(refer to page 69)
|
|
•
|
|
Deferred Compensation Plan
|
ü
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
(1)
|
Available for grant to new hires, for promotion awards and in special circumstances.
|
(2)
|
(3)
|
See
“
2018 Pension Benefits Table
”
.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
44
|
|
![]() |
|
|
Executive Compensation
|
|
Our compensation-setting process consists of establishing overall target total compensation for each named executive officer and then allocating that compensation among base salary, annual incentive plan awards, and long-term incentive awards. While no specific formula is used to determine the allocation between cash and equity-based compensation, when allocating these compensation elements, we generally utilize a compensation mix more heavily weighted towards variable and incentive compensation. The compensation and management development committee believes that the CEO’s compensation should be the most heavily weighted towards variable and long-term incentive awards to align his compensation with stockholder interests relative to other named executive officers.
|
||
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
45
|
|
![]() |
|
|
Executive Compensation
|
|
|
How the comparator group was chosen
|
|
|
How we use the comparator group
|
||||
|
|
|
|
|
|
|
|
|
|
ü
|
Market capitalization
|
|
|
ü
|
As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges
|
||
|
ü
|
Major global operations
|
|
|
|
|||
|
ü
|
Chemical industry participant
|
|
|
ü
|
To assess competitiveness of total direct compensation
|
||
|
ü
|
Comparable size based on revenue
|
|
|
ü
|
To benchmark the form and mix of equity and director pay
|
||
|
ü
|
Number of employees
|
|
|
ü
|
To evaluate share utilization (overhang levels and run rate)
|
||
|
ü
|
Complexity of business
|
|
|
ü
|
To benchmark share ownership guidelines
|
||
|
ü
|
Comparable NEO roles and responsibilities
|
|
|
ü
|
As an input in designing compensation plans, benefits and perquisites
|
||
|
|
|
|
|
|
Air Products & Chemicals, Inc.
|
International Flavors & Fragrances Inc.
|
Albemarle Corporation
|
LyondellBassell Industries N.V.
|
Ashland Inc.
|
Monsanto Company*
|
Axalta Coating Systems Ltd.
|
PolyOne Corporation
|
CF Industries Holdings Inc.
|
PPG Industries Inc.
|
Eastman Chemical Co.
|
Praxair Inc.
|
Ecolab Inc.
|
RPM International Inc.
|
FMC Corp.
|
The Chemours Company
|
Huntsman Corp.
|
The Sherwin-Williams Company
|
_______________
|
|
* During 2018, Monsanto completed its merger with Bayer, and Praxair merged with Linde AG to form Linde plc. Except for compensation data included in Monsanto’s and Praxair’s 2018 proxy statement, the compensation and management development committee has ceased using Monsanto and Praxair as comparator companies.
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
46
|
|
![]() |
|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
47
|
|
![]() |
|
|
Executive Compensation
|
|
Named Executive Officer
|
Target Annual
Incentive Plan Bonus (% of Base Salary) (1) |
Mark C. Rohr
|
135%
|
Scott A. Richardson
|
75%
|
Scott M. Sutton
|
100%
|
Peter G. Edwards
|
75%
|
Shannon L. Jurecka
|
65%
|
Kevin S. Oliver
|
45%
|
(1)
Level in effect at the end of the year, taking into account adjustments during the year.
|
The 2018 annual incentive plan awards were based on our achievement of incremental levels of Adjusted EBIT, a working capital component, and stewardship goals relating to occupational and process safety and the environment. Within each of these performance metric areas, there are three incremental performance levels, which are referred to internally as threshold, target and superior. The target level for all metrics is set at amounts that generally reflect our internal, confidential business plan at the time the awards are established, and take into account known headwinds / tailwinds and economic conditions. These goals require a high level of performance over the one-year performance period to be achieved. Threshold and superior levels are set as a percentage of target (except for the stewardship goals, which for 2018 are set in absolute incidents) and are designed to provide a smaller award for lower levels of acceptable performance (threshold) as well as to reward exceptional levels of performance (superior).
|
|
Rewarding Performance that Drives Business Success
The annual incentive plan encourages executive officers to focus on financial performance for the fiscal year by basing 85% of the award on the following metrics:
• Adjusted EBIT
• Working Capital
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
•
|
Manage capital expenditures while thoughtfully funding incremental expansion;
|
•
|
Further develop pipeline management for Engineered Materials;
|
•
|
Engage gender diversity across the Company and engage women in leadership roles;
|
•
|
Continue efforts in making employee engagement a defining element of our culture building a diverse and inclusive organization; and
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
48
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
Continue strong support of community outreach and volunteerism.
|
•
|
Executed on all aspects of the financial plan, which led to record setting levels of adjusted earnings per share and Adjusted EBIT, including more that $1 billion of Adjusted EBIT in the Acetyl Chain;
|
•
|
Grew pipeline closes by 47% to more than 3,250 in the Engineered Materials segment;
|
•
|
Returned
$1.1 billion
to stockholders through dividends and repurchases of shares;
|
•
|
Rewarded employees worldwide by granting a stock award in order to reinforce engagement and alignment towards the Company’s 3 year strategic plan;
|
•
|
Onboarded a new chief financial officer;
|
•
|
Added a new director to the board, increasing the diversity of the board;
|
•
|
Substantially integrated one acquisition;
|
•
|
Increased the number of women in executive positions and grew the bench of diverse talent at every level of the organization;
|
•
|
Employed various tactics to increase internal mobility and expanded our global career framework to include all non-exempt employees, allowing for a more fungible talent pool;
|
•
|
Personally led efforts to build leadership capability in support of a respectful workplace for all employees;
|
•
|
Substantially improved safety performance of acquired businesses and maintained high-performing stewardship results in the areas of process safety and environmental events;
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
49
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
Removed impediments to allow the Company to be added to the S&P500 Index;
|
•
|
Increased volunteerism across Celanese with employees investing over 200,000 hours of their time in the communities where we work and live; and
|
•
|
Granted more than $2,500,000 to a number of non-profit organizations recommended by employees through the Celanese Foundation.
|
Metric
|
|
Weighting
|
|
Threshold
|
|
Target
|
|
Superior
|
|
Actual
|
|
Achievement
|
|
Payout
|
Adjusted EBIT Growth
(1)
|
|
65%
|
|
0%
|
|
8%
|
|
15%
|
|
36%
|
|
200%
|
|
130%
|
Adjusted EBIT Amount ($ billion)
|
|
|
|
$1.356
|
|
$1.460
|
|
$1.560
|
|
$1.852
|
|
|
|
|
Working Capital
as % of net sales
(2)
|
|
20%
|
|
18.4%
|
|
17.4%
|
|
16.4%
|
|
18.1%
|
|
55%
|
|
11%
|
Stewardship:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupational Safety
(3)
|
|
5%
|
|
38
|
|
25
|
|
15
|
|
35
|
|
42%
|
|
2%
|
Process Safety
(4)
|
|
5%
|
|
13
|
|
11
|
|
8
|
|
9
|
|
167%
|
|
8%
|
Environment
(5)
|
|
5%
|
|
48
|
|
37
|
|
31
|
|
15
|
|
200%
|
|
10%
|
Aggregate business performance modifier
|
|
|
|
161.4%
|
(1)
|
For purposes of calculating the
2018
annual incentive plan award, Adjusted EBIT is defined as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes and further adjusted for Certain Items. See
“
Exhibit A
”
. The percentages for Threshold, Target and Superior reflect the required percentage improvement over the prior year’s Adjusted EBIT of $1.356 billion.
|
(2)
|
For purposes of calculating the
2018
annual incentive plan award, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable divided by (d) net sales annualized, computed monthly and compared with monthly targets. The table reflects the full year average of the monthly results compared to the targets. Working capital excludes the working capital associated with acquisitions closed in 2018.
|
(3)
|
For purposes of calculating the
2018
annual incentive plan award for occupational safety, the number of Company injuries is expressed as actual recordable incidents and lost time injuries (as defined in OSHA regulations) of our employees and on-site contractors world-wide, exclusive of employees / contractors of our recently acquired companies.
|
(4)
|
For purposes of calculating the
2018
annual incentive plan award, 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)
|
For purposes of calculating the
2018
annual incentive plan award, environment stewardship includes the actual number of serious and major chemical releases into the environmental (defined as a release that is greater than 15% of the reportable quantity).
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
50
|
|
![]() |
|
|
Executive Compensation
|
|
Feature
|
2016-2018 LTIP Awards
|
Form of award
|
Performance-vesting restricted stock unit
|
Performance period
|
Three years
|
Performance measure(s)
|
Adjusted EPS (70%) (earnings measure) and Return on Capital Employed (ROCE)
(1)
(30%) (return measure)
|
Maximum payout
|
200% x target
|
Performance limits based on Company stock performance
|
The payout on the Adjusted EPS component is limited if the Company’s relative total stockholder return (TSR) is in the bottom quartile of the S&P 500 index companies
|
Dividends on unvested awards
|
No
|
Alternate performance measure
|
No
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
51
|
|
![]() |
|
|
Executive Compensation
|
|
Performance
Measure
|
Metric
Weighting
|
Threshold
|
Target
|
Superior
|
Actual
|
Payout
|
Adjusted EPS
(1)
Growth
(2)
|
70%
|
—%
|
6%
|
12%
|
22.3%
|
200.0%
|
Return on Capital Employed
(1)(3)
|
30%
|
14%
|
18.5%-20.5%
|
23%
|
22.9%
|
197.3%
|
Aggregate payout
|
|
|
|
|
|
199.2%
|
|
|
|
|
|
|
|
(1)
|
Adjusted EPS is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. Return on Capital Employed (ROCE) is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net, trade working capital (calculated as trade receivables, net plus inventories less trade payables - third party and affiliates), goodwill, intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests. See
“
Exhibit A
”
for definitions and additional information.
|
(2)
|
The A
djusted EPS goals will be determined by comparing the increase in the cumulative amount of Adjusted EPS over the three-year performance period (2016-2018) to the Adjusted EPS for fiscal 2015. The cumulative measure incorporates long-term compound annual growth rates determined by the compensation and management development committee.
|
(3)
|
The Company’s three-year average ROCE will be compared to benchmarks for Threshold, Target (a range) and Superior set by the compensation and management development committee. ROCE goals are established in a manner that focuses management on value creation through the effective deployment of capital.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
52
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
Payout Level
|
|||
|
Metric
Weighting
|
Below Threshold
|
Threshold
|
Target
|
Superior
|
Adjusted EPS
(1)
Growth
(2)
|
70%
|
0%
|
50%
|
100%
|
200%
(4)
|
Return on Capital Employed
(1)(3)
|
30%
|
0%
|
50%
|
100%
|
200%
|
(1)(3)
|
See the corresponding notes to the table above concerning the 2016 LTIP awards.
|
(2)
|
The A
djusted EPS goals will be determined by comparing the increase in the cumulative amount of Adjusted EPS over the three-year performance period (2018-2020) to the Adjusted EPS for fiscal 2017. The cumulative measure incorporates long-term compound annual growth rates determined by the compensation and management development committee.
|
(4)
|
Th
e payout on the adjusted earnings growth measure will be limited if the Company’s three-year relative total stockholder return is in the bottom quartile of the S&P 500 Index.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
53
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and our other named executive officers;
|
•
|
evaluating the performance and compensation of the CEO and our other named executive officers in light of their established goals and objectives;
|
•
|
reviewing and approving both target and actual pay levels of the CEO and our other named executive officers; and
|
•
|
reviewing and approving incentive and equity-based compensation plans, including our annual incentive plan award and our long-term incentive plans, and all grants of awards under such plans to our executive officers.
|
•
|
analyzed and benchmarked incentive plan targets;
|
•
|
reviewed and provided guidance on compensation plan design;
|
•
|
reviewed the composition of our compensation comparator group and recommended modifications;
|
•
|
conducted an analysis of our compensation for the CEO and the other named executive officers, and assessed how target and actual compensation aligned with our philosophy and objectives; and
|
•
|
provided market data, historical compensation information, internal equity comparisons, share usage and dilution, competitive practice information, and recommendations regarding compensation trends, compensation strategy and our proxy statement.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
54
|
|
![]() |
|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
55
|
|
![]() |
|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
56
|
|
![]() |
|
|
Executive Compensation
|
|
Named Executive Officer
|
Minimum Required Ownership
|
|
Ownership as of December 31, 2018
(1)(2)
|
Mark C. Rohr
|
6 times base salary
|
|
43.8 times base salary
|
Scott A. Richardson
|
4 times base salary
|
|
4.6 times base salary
|
Scott M. Sutton
|
4 times base salary
|
|
11.1 times base salary
|
Peter G. Edwards
|
4 times base salary
|
|
0.6 times base salary
|
Shannon L. Jurecka
|
4 times base salary
|
|
1.0 times base salary
|
(1)
|
Calculated using
$101.10
, the average of the
2018
high and low share prices, and total salary paid during
2018
.
|
(2)
|
Ms. Jurecka is on track for compliance with the ownership guideline by the October 2022 deadline, based on her promotion date. Mr. Edwards resigned as an officer effective December 31, 2018 and retired from the Company effective January 31, 2019.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
57
|
|
![]() |
|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
58
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
our incentive programs utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;
|
•
|
a significant portion of our named executive officers’ incentive compensation consists of long-term incentive or other equity-based compensation, which, when coupled with our stock ownership guidelines, encourages long-term equity ownership of our Common Stock by the executives, aligning their interests with our stockholders;
|
•
|
the financial metrics utilized under each of the programs are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation and management development committee believes will create long-term stockholder value;
|
•
|
various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;
|
•
|
in determining the exact mix of compensation from year to year, the compensation and management development committee intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking; and
|
•
|
compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
59
|
|
![]() |
|
|
Executive Compensation
|
|
Dated: February 6, 2019
|
Kathryn M. Hill, Chair
|
|
Jean S. Blackwell
|
|
Edward G. Galante
|
|
Dr. Jay V. Ihlenfeld
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
60
|
|
![]() |
|
|
Executive Compensation
|
|
Name and Principal
Position (1) |
|
Year
|
|
Salary
($)
(2)
|
|
Bonus
($)
|
|
Stock
Awards
($)
(3)
|
|
Option
Awards
($)
(4)
|
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)
(5)
|
|
Change in
Pension
Value
and Non-Qualified Deferred Compen-
sation
Earnings
($)
(6)
|
|
All
Other
Compen-
sation
($)
(7)
|
|
Total
($)
|
|||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|||||||
Mark C. Rohr
Chairman, Chief
Executive Officer and President
|
|
2018
|
|
1,155,000
|
|
|
—
|
|
|
7,999,985
|
|
(8)
|
—
|
|
3,200,000
|
|
|
1,000
|
|
|
158,175
|
|
|
12,514,160
|
|
|
2017
|
|
1,155,000
|
|
|
—
|
|
|
7,499,920
|
|
|
—
|
|
3,100,000
|
|
|
1,000
|
|
|
163,708
|
|
|
11,919,628
|
|
|
|
2016
|
|
1,142,308
|
|
|
—
|
|
|
5,999,880
|
|
|
—
|
|
1,962,000
|
|
|
1,000
|
|
|
156,218
|
|
|
9,261,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Scott A. Richardson
Senior Vice President and Chief Financial Officer
|
|
2018
|
|
513,846
|
|
|
—
|
|
|
799,904
|
|
(8)
|
—
|
|
968,400
|
|
|
—
|
|
|
66,949
|
|
|
2,349,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Scott M. Sutton
Chief Operating Officer
|
|
2018
|
|
750,000
|
|
|
—
|
|
|
2,499,878
|
|
(8)
|
—
|
|
1,210,500
|
|
|
—
|
|
|
76,875
|
|
|
4,537,253
|
|
|
2017
|
|
645,231
|
|
|
—
|
|
|
1,299,884
|
|
|
—
|
|
1,422,000
|
|
|
1,000
|
|
|
65,836
|
|
|
3,433,951
|
|
|
|
2016
|
|
581,538
|
|
|
—
|
|
|
4,799,848
|
|
|
—
|
|
739,600
|
|
|
—
|
|
|
61,527
|
|
|
6,182,513
|
|
|
Peter G. Edwards
Executive Vice President & General Counsel
|
|
2018
|
|
594,230
|
|
|
—
|
|
|
1,510,036
|
|
(8)
|
—
|
|
726,300
|
|
|
—
|
|
|
65,365
|
|
|
2,895,931
|
|
|
2017
|
|
530,769
|
|
|
—
|
|
|
2,499,896
|
|
(9)
|
—
|
|
715,500
|
|
|
—
|
|
|
291,880
|
|
|
4,038,045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shannon L. Jurecka
Senior Vice President & Chief Human Resources Officer
|
|
2018
|
|
450,769
|
|
|
40,000
|
|
|
599,858
|
|
(8)
|
—
|
|
720,000
|
|
|
—
|
|
|
49,585
|
|
|
1,860,212
|
|
|
2017
|
|
361,539
|
|
|
—
|
|
|
874,731
|
|
|
—
|
|
438,000
|
|
|
—
|
|
|
11,423
|
|
|
1,685,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kevin S. Oliver
Former Chief Accounting Officer, Controller and Acting CFO
|
|
2018
|
|
370,408
|
|
|
—
|
|
|
274,898
|
|
(8)
|
—
|
|
246,000
|
|
|
—
|
|
|
316,220
|
|
|
1,207,526
|
|
|
2017
|
|
355,100
|
|
|
—
|
|
|
229,846
|
|
|
—
|
|
278,000
|
|
|
14,000
|
|
|
38,761
|
|
|
915,707
|
|
|
|
2016
|
|
341,428
|
|
|
—
|
|
|
459,877
|
|
|
—
|
|
179,000
|
|
|
—
|
|
|
37,557
|
|
|
1,018,009
|
|
(1)
|
Principal position as of
December 31, 2018
. Mr. Richardson was elected Senior Vice President and Chief Financial Officer effective February 16, 2018. Ms. Jurecka was elected Senior Vice President and Chief Human Resources Officer in 2017 and was named an executive officer effective October 18, 2017. Mr. Oliver served as our acting Chief Financial Officer from October 2017 until the appointment of Mr. Richardson, as our new Chief Financial Officer, and remained our Chief Accounting Officer until April 20, 2018, after which he relocated to our Amsterdam Regional Headquarters and serves as our Vice President, Finance, Europe. Information is not provided for years prior to 2018 for Mr. Richardson because he was not an executive officer prior to 2018. Information is not provided for Mr. Edwards or Ms. Jurecka for years prior to 2017 because neither was an executive officer prior to 2017.
|
(2)
|
For Messrs. Richardson and Oliver, includes dividends on deferred RSUs with a hold feature that settled in 2018. Additional information is included in the
“
2018 Nonqualified Deferred Compensation Table
”
and accompanying text.
|
(3)
|
Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2009 GIP computed in accordance with FInancial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). For a detailed discussion of the method and assumptions used to calculate such value for
2018
, see Notes 2
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
61
|
|
![]() |
|
|
Executive Compensation
|
|
(4)
|
No stock options were granted during the fiscal year ended
December 31, 2018
.
|
(5)
|
Includes
2018
Annual Incentive Plan award cash payouts with respect to
2018
performance. Further information about the Annual Incentive Plan is set forth in
“
Compensation Discussion and Analysis – Compensation Decisions – Salary and Incentive Compensation – Annual Incentive Plan Awards
”
and the
“
2018 Grants of Plan-Based Awards Table
”
.
|
(6)
|
Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 4.23% for
2018
. The discount rate in 2017 was 3.54% and the rate in 2016 was 3.95%. The values shown assume retirement from the CARPP and the CASRSP (as applicable) at age 65 with a life only benefit.
|
(7)
|
The amounts reported in this column with respect to fiscal
2018
consist of the following:
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
62
|
|
![]() |
|
|
Executive Compensation
|
|
(8)
|
The stock awards consisted of the following:
|
|
Total 2018 Stock Awards
|
|
Name
|
Grant Date Fair Value of Annual PRSUs
|
Grant Date Fair Value of Time-Vested RSUs
|
Mark C. Rohr
|
—
|
$7,999,985
|
Scott A. Richardson
|
$799,904
|
—
|
Scott M. Sutton
|
$2,499,878
|
—
|
Peter G. Edwards
|
$1,099,928
|
—
|
Shannon L. Jurecka
|
$599,858
|
—
|
Kevin S. Oliver
|
$192,429
|
$82,469
|
|
Annual PRSU Awards
|
|||
Name
|
Target Number of PRSUs
|
Value at Target Performance
|
Maximum Number of PRSUs
|
Value at Highest Performance
|
Scott A. Richardson
|
8,505
|
$799,904
|
17,010
|
$1,599,808
|
Scott M. Sutton
|
26,850
|
$2,499,878
|
53,700
|
$4,999,756
|
Peter G. Edwards
|
11,695
|
$1,099,928
|
23,390
|
$2,199,856
|
Shannon L. Jurecka
|
6,378
|
$599,858
|
12,756
|
$1,199,716
|
Kevin S. Oliver
|
2,046
|
$192,429
|
4,092
|
$384,858
|
(9)
|
The grant date fair value of long-term incentive (equity) awards granted in 2017 to Mr. Edwards includes a sign-on equity award of RSUs provided when he joined the Company valued at $1,499,979.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
63
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
All Other Stock Awards
|
|
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
|
|
|||||||||||||||||||
|
|
|
|
|
|
Number
of
Shares
of Stock
or Units
(#)
|
|
Number
of
Securities
Under-
lying
Options
(#)
|
|
|
||||||||||||||||||||
Name
|
|
Grant Date
|
|
Thres-
hold
($)
|
|
Target
($)
|
|
Maxi-
mum
($)
|
|
Thres-hold
(#)
|
|
Target
(#)
|
|
Maxi-
mum
(#)
|
|
|
|
|
||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(l)
|
|
|||||||||
Mark C. Rohr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
389,813
|
|
|
1,559,250
|
|
|
4,677,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Time RSUs
(3)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,134
|
|
|
—
|
|
|
7,999,985
|
|
|
Scott A. Richardson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
108,750
|
|
|
435,000
|
|
|
1,305,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
PRSUs
(2)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,253
|
|
|
8,505
|
|
|
17,010
|
|
|
—
|
|
|
—
|
|
|
799,904
|
|
|
Scott M. Sutton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
187,500
|
|
|
750,000
|
|
|
2,250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
PRSUs
(2)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,290
|
|
|
26,580
|
|
|
53,160
|
|
|
—
|
|
|
—
|
|
|
2,499,878
|
|
|
Peter G. Edwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
112,500
|
|
|
450,000
|
|
|
1,350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
PRSUs
(2)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,848
|
|
|
11,695
|
|
|
23,390
|
|
|
—
|
|
|
—
|
|
|
1,099,928
|
|
|
Time RSUs
(3)
|
|
11/5/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,125
|
|
|
—
|
|
|
410,108
|
|
(4)
|
Shannon L. Jurecka
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
74,750
|
|
|
299,000
|
|
|
897,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
PRSUs
(2)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,189
|
|
|
6,378
|
|
|
12,756
|
|
|
—
|
|
|
—
|
|
|
599,858
|
|
|
Kevin S. Oliver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
AIP
(1)
|
|
N/A
|
|
42,188
|
|
|
168,750
|
|
|
506,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
PRSUs
(2)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
|
2,046
|
|
|
4,092
|
|
|
—
|
|
|
—
|
|
|
192,429
|
|
|
Time RSUs
(3)
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
82,469
|
|
|
(1)
|
2018 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 (25% 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 executive officer being equal to 100% in the “threshold” and “target” scenarios and 150% in the “maximum” scenarios, in each case with respect to the executive’s eligible earnings for
2018
as set forth in the “Salary” column in the
“
2018 Summary Compensation Table
”
. See
“
Compensation Discussion and Analysis – 2018 Compensation Decisions – Annual Incentive Plan Awards
”
for additional information.
|
(2)
|
2018 LTIP
. PRSUs representing the 2018 LTIP were awarded under the 2009 GIP and vest on February 15, 2021, based on the Company’s achievement of target levels of Adjusted EPS growth and Return on Capital Employed during fiscal years
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
64
|
|
![]() |
|
|
Executive Compensation
|
|
(3)
|
Time RSUs.
Time-vesting RSUs were awarded to Mr. Rohr and Mr. Oliver in February 2018. These RSUs vest 33% on each of February 15, 2019 and 2020 and 34% on February 15, 2021. See
“
CEO 2018 Compensation Decisions
”
for more information about Mr. Rohr’s RSU award. The compensation and management development committee modified Mr. Edwards’ 2017 RSU award. The approved change provides for pro rata vesting of the final tranche on the original vesting date, January 27, 2020.
|
(4)
|
Reflects the incremental fair value of Mr. Edwards' existing 2017 RSU award as a result of the modification described in Note (3) above.
|
|
|
|
|
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)
|
|||||||||
Mark C. Rohr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
4/5/12
|
|
30,032
|
|
(3)
|
—
|
|
|
|
45.38
|
|
4/5/19
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
213,500
|
|
(4)
|
|
19,208,595
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
179,818
|
|
(5)
|
|
16,178,225
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
83,134
|
|
(14)
|
|
7,479,566
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Scott A. Richardson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
10,412
|
|
(4)
|
|
936,768
|
|
|
—
|
|
|
|
—
|
|
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
747
|
|
(7)
|
|
67,208
|
|
|
—
|
|
|
|
—
|
|
|
|
12/8/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
2,128
|
|
(10)
|
|
191,456
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
1,182
|
|
(12)
|
|
106,345
|
|
|
8,370
|
|
(5)
|
|
753,049
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
8,505
|
|
(6)
|
|
765,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Scott M. Sutton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
42,698
|
|
(4)
|
|
3,841,539
|
|
|
—
|
|
|
|
—
|
|
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
10,668
|
|
(8)
|
|
959,800
|
|
|
—
|
|
|
|
—
|
|
|
|
12/8/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
12,769
|
|
(10)
|
|
1,148,827
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
31,166
|
|
(5)
|
|
2,804,005
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
26,580
|
|
(6)
|
|
2,391,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
65
|
|
![]() |
|
|
Executive Compensation
|
|
Peter G. Edwards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
1/27/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
12,192
|
|
(11)
|
|
1,096,914
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
23,974
|
|
(5)
|
|
2,156,941
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
11,695
|
|
(6)
|
|
1,052,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shannon L. Jurecka
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
10/16/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
507
|
|
(9)
|
|
45,615
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
414
|
|
(12)
|
|
37,248
|
|
|
2,928
|
|
(5)
|
|
263,432
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
788
|
|
(12)
|
|
70,896
|
|
|
—
|
|
|
|
—
|
|
|
|
10/18/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
4,013
|
|
(13)
|
|
361,050
|
|
|
—
|
|
|
|
—
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
|
6,378
|
|
(6)
|
|
573,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kevin S. Oliver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
5,701
|
|
(4)
|
|
512,919
|
|
|
—
|
|
|
|
—
|
|
|
|
2/3/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
410
|
|
(7)
|
|
36,888
|
|
|
—
|
|
|
|
—
|
|
|
|
12/8/16
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
980
|
|
(10)
|
|
88,171
|
|
|
—
|
|
|
|
—
|
|
|
|
2/9/17
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
544
|
|
(12)
|
|
48,944
|
|
|
3,858
|
|
(5)
|
|
347,104
|
|
|
|
2/8/18
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
857
|
|
(14)
|
|
77,104
|
|
|
2,046
|
|
(6)
|
|
184,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 awarded at an assumed superior performance (200% of target performance) for the 2017 PRSUs, and at an assumed target performance (100%) for the 2018 PRSUs, multiplied by the closing stock price on
December 31, 2018
, the last trading day in 2018. Actual performance and payout value may vary. For time-based RSUs (including the 2016 PRSUs that were earned based on performance at 199.2% of target but remain subject to time-based vesting), the market value has been computed based on the number of units awarded that are unvested at the close of business on
December 31, 2018
multiplied by the closing stock price on
December 31, 2018
. Actual payout value may vary.
|
(3)
|
Subject to a hold requirement upon exercise.
|
(4)
|
Represents PRSUs granted in February 2016 under our 2016 LTIP adjusted for actual performance at 199.2% of target as described above. The PRSUs vest 100% on February 15, 2019.
|
(5)
|
Represents PRSUs granted in February 2017 under our 2017 LTIP at an assumed superior performance (200% of target). These PRSUs vest 100% on February 15, 2020 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2017-2019 against pre-established performance measures.
|
(6)
|
Represents PRSUs granted in February 2018 under our 2018 LTIP at target. These PRSUs vest 100% on February 15, 2021 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2018-2020 against pre-established performance measures.
|
(7)
|
Represents RSUs granted in February 2016. These RSUs vest 33% on each of February 15, 2017 and 2018, and 34% on February 15, 2019.
|
(8)
|
Represents RSUs granted in February 2016. These RSUs vest 100% on February 15, 2019.
|
(9)
|
Represents RSUs granted in October 2016. These RSUs vest 33% on each of October 17, 2017 and 2018, and 34% on October 17, 2019.
|
(10)
|
Represents RSUs granted in December 2016. These RSUs vest 33% on each of December 8, 2017 and 2018, and 34% on December 8, 2019.
|
(11)
|
Represents RSUs granted in January 2017. These RSUs vest 33% on each of January 27, 2018 and 2019, and 34% on January 27, 2020.
|
(12)
|
Represents RSUs granted in February 2017. These RSUs vest 33% on each of February 15, 2018 and 2019, and 34% on February 15, 2020. For additional information on the CEO’s RSU award, see “
CEO 2018 Compensation Decisions
”.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
66
|
|
![]() |
|
|
Executive Compensation
|
|
(13)
|
Represents RSUs granted in October 2017. These RSUs vest 33% on each of October 18, 2018 and 2019, and 34% on October 18, 2020.
|
(14)
|
Represents RSUs granted in February 2018. These RSUs vest 33% on each of February 15, 2019 and 2020, and 34% on February 15, 2021.
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value
Realized
on Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
(1)
|
|
Value
Realized
on Vesting
($)
|
|
||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
||||||||
Mark C. Rohr
|
|
—
|
|
|
|
—
|
|
|
|
19,417
|
|
|
|
2,095,483
|
|
|
|
Scott A. Richardson
|
|
—
|
|
|
|
—
|
|
|
|
4,665
|
|
|
|
466,792
|
|
|
|
Scott M. Sutton
|
|
—
|
|
|
|
—
|
|
|
|
18,183
|
|
|
|
1,774,671
|
|
|
|
Shannon L. Jurecka
|
|
—
|
|
|
|
—
|
|
|
|
3,057
|
|
|
|
303,790
|
|
|
|
Peter G. Edwards
|
|
—
|
|
|
|
—
|
|
|
|
6,005
|
|
|
|
673,521
|
|
|
|
Kevin S. Oliver
|
|
—
|
|
|
|
—
|
|
|
|
2,340
|
|
|
|
235,358
|
|
|
|
(1)
|
Gross shares (includes shares withheld to cover taxes) acquired.
|
Name
|
|
Plan Name
(1)
|
|
Number
of Years
Credited Service
(#)
|
|
Present
Value of Accumulated Benefit
($)
(2)
|
|
Payments
During Last Fiscal Year
($)
|
|
||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
||||||
Mark C. Rohr
|
|
CARPP
|
|
1.6667
|
|
|
|
30,000
|
|
|
|
—
|
|
|
|
Scott A. Richardson
|
|
CARPP
|
|
8.7500
|
|
|
|
79,000
|
|
|
|
—
|
|
|
|
Scott M. Sutton
|
|
CARPP
|
|
0.3333
|
|
|
|
6,000
|
|
|
|
—
|
|
|
|
Peter G. Edwards
|
|
CARPP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Shannon L. Jurecka
|
|
CARPP
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Kevin S. Oliver
|
|
CARPP
|
|
5.7500
|
|
|
|
71,000
|
|
|
|
—
|
|
|
|
(1)
|
As noted below, this plan has been frozen, meaning that benefits (other than earnings) are no longer accrued for compensation or service after the applicable plan freeze date.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
67
|
|
![]() |
|
|
Executive Compensation
|
|
(2)
|
The present value amounts shown in the table above are the amount needed today that, with interest, would provide the named executive officer’s future retirement benefit. Retirement is assumed to occur at age 65 in the CARPP and participants receive their cash balance benefit as a lump sum.
|
Name
|
|
Plan Name
|
|
Executive
Contributions in Last FY
($)
|
|
Registrant
Contributions in Last FY
($)
(1)
|
|
Aggregate
Earnings in Last FY
($)
(2)
|
|
Aggregate
Withdrawal/ Distributions
($)
(3)
|
|
Aggregate
Balance at Last
FYE
($)
(4)
|
|
|||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|||||
Mark C. Rohr
|
|
CASRSP
|
|
—
|
|
|
96,800
|
|
|
(14,221
|
)
|
|
—
|
|
|
397,305
|
|
|
Scott A. Richardson
|
|
CASRSP
|
|
—
|
|
|
26,273
|
|
|
(5,586
|
)
|
|
—
|
|
|
68,861
|
|
|
|
|
2009 GIP
|
|
—
|
|
|
—
|
|
|
8,870
|
|
|
131,325
|
|
|
—
|
|
|
Scott M. Sutton
|
|
CASRSP
|
|
—
|
|
|
46,624
|
|
|
(587
|
)
|
|
—
|
|
|
114,195
|
|
|
|
|
2008 Deferred Plan
|
|
539,100
|
|
|
—
|
|
|
(39,242
|
)
|
|
—
|
|
|
909,407
|
|
|
Peter G. Edwards
|
|
CASRSP
|
|
—
|
|
|
35,115
|
|
|
(1,404
|
)
|
|
—
|
|
|
27,280
|
|
|
Shannon L. Jurecka
|
|
CASRSP
|
|
—
|
|
|
19,335
|
|
|
(705
|
)
|
|
—
|
|
|
9,364
|
|
|
Kevin S. Oliver
|
|
CASRSP
|
|
—
|
|
|
10,494
|
|
|
(1,873
|
)
|
|
—
|
|
|
35,490
|
|
|
|
|
2009 GIP
|
|
—
|
|
|
—
|
|
|
(3,233
|
)
|
|
18,537
|
|
|
27,933
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
68
|
|
![]() |
|
|
Executive Compensation
|
|
(1)
|
Amounts in this column for the CASRSP represent Company contributions credited under the plan for
2018
, which amounts are also included as All Other Compensation in the
“
2018 Summary Compensation Table
”
.
|
(2)
|
Amounts in this column for the CASRSP and the 2008 Deferred Plan represent earnings during
2018
under such plans. For Mr. Sutton, earnings correspond to the yield on the investment options chosen by him under the 2008 Deferred Plan, which mirror the investment options under the CARSP. Amounts in this column for the 2009 GIP represent changes in our stock price during the year for all outstanding RSUs and/or PRSUs that were previously vested but remain subject to a hold requirement, plus related unpaid cash dividends credited during
2018
on such awards. None of the amounts in this column were reported as compensation in the
“
2018 Summary Compensation Table
”
.
|
(3)
|
Represents the value of shares issued, and accumulated dividends paid in cash, during
2018
from outstanding RSUs and/or PRSUs that were previously vested but remained subject to a hold requirement until 2018. None of the amounts in this column were reported as compensation in the
“
2018 Summary Compensation Table
”
.
|
(4)
|
Amounts in this column for the CASRSP do not include contributions credited for
2018
(column (d)) but not yet deposited into the participant’s account. Amounts in this column for the 2009 GIP include the value, at December 31,
2018
, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted. The portion of amounts in this column that have been reported in prior year Summary Compensation Tables is as follows: (i) for the 2009 GIP, Mr. Richardson – $122,455 and Mr. Oliver – $47,902; and (ii) for the 2008 Deferred Plan, Mr. Sutton – $409,549.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
69
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
a lump sum payment equal to up to two times the sum of:
|
▪
|
the names 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 named executive officer for the three fiscal years preceding the date of termination; and
|
•
|
group health and dental coverage for the named executive officer and his or her dependents for a period of up to two years following the date of termination.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
70
|
|
![]() |
|
|
Executive Compensation
|
|
For purposes of the change in control agreements:
|
|
Changes to Change in Control Agreements
In 2015, in response to external feedback, we revised all outstanding change in control agreements to eliminate any gross-up provisions.
|
|
|
“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 stockholders 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 stockholders 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.
|
||
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
71
|
|
![]() |
|
|
Executive Compensation
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
72
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
Retirement
|
|
Without
Termination |
|
With
Termination |
||||||||||||||
Mark C. Rohr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
6,581,768
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,070,667
|
|
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RSUs
(2)
|
|
—
|
|
|
7,479,566
|
|
|
7,479,566
|
|
|
7,479,566
|
|
|
7,479,566
|
|
|
7,479,566
|
|
|
7,479,566
|
|
|||||||
PRSUs
(3)
|
|
—
|
|
|
28,300,153
|
|
|
14,150,122
|
|
|
14,150,122
|
|
|
29,342,546
|
|
|
35,464,015
|
|
|
35,464,015
|
|
|||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
25,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,891
|
|
|||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,286,339
|
)
|
|
—
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
42,403,578
|
|
|
$
|
21,629,688
|
|
|
$
|
21,629,688
|
|
|
$
|
36,822,112
|
|
|
$
|
36,657,242
|
|
|
$
|
50,040,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Scott A. Richardson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
2,049,196
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
1,796,067
|
|
||
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
RSUs
(2)
|
|
—
|
|
|
274,768
|
|
|
274,768
|
|
|
274,768
|
|
|
|
|
365,008
|
|
|
365,008
|
|
||||||||
PRSUs
(3)
|
|
—
|
|
|
1,585,361
|
|
|
906,538
|
|
|
906,538
|
|
|
|
|
2,458,790
|
|
|
2,458,790
|
|
||||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
27,792
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
55,584
|
|
||||||||
Outplacement Services
(6)
|
|
—
|
|
|
$
|
16,200
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(388,640
|
)
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
3,953,317
|
|
|
$
|
1,181,306
|
|
|
$
|
1,181,306
|
|
|
|
|
$
|
2,823,798
|
|
|
$
|
4,286,809
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
73
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
Termination of Employment
|
|
|
|
Change in Control
|
||||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
|
|
Without
Termination |
|
With
Termination |
||||||||||||||
Scott M. Sutton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
3,457,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
3,000,000
|
|
||
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
RSUs
(2)
|
|
—
|
|
|
1,684,238
|
|
|
1,684,238
|
|
|
1,684,238
|
|
|
|
|
2,108,627
|
|
|
2,108,627
|
|
||||||||
PRSUs
(3)
|
|
—
|
|
|
6,102,665
|
|
|
3,406,894
|
|
|
3,406,894
|
|
|
|
|
9,052,422
|
|
|
9,052,422
|
|
||||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
27,792
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
41,688
|
|
||||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
11,288,395
|
|
|
$
|
5,091,132
|
|
|
$
|
5,091,132
|
|
|
|
|
$
|
11,161,049
|
|
|
$
|
14,202,737
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Peter G. Edwards*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
2,277,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
2,619,460
|
|
||
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RSUs
(2)
|
|
—
|
|
|
879,817
|
|
|
879,817
|
|
|
879,817
|
|
|
|
|
1,096,914
|
|
|
1,096,914
|
|
||||||||
PRSUs
(3)
|
|
—
|
|
|
1,653,649
|
|
|
983,282
|
|
|
983,282
|
|
|
|
|
3,209,140
|
|
|
3,209,140
|
|
||||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
17,261
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
25,891
|
|
||||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
4,844,314
|
|
|
$
|
1,863,099
|
|
|
$
|
1,863,099
|
|
|
|
|
$
|
4,306,054
|
|
|
$
|
6,951,405
|
|
||
*Mr. Edwards retired from the Company on January 31, 2019. The terms of Mr. Edwards’ separation are disclosed following these termination tables and the notes thereto.
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shannon L. Jurecka
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
1,587,383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
1,402,038
|
|
||
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RSUs
(2)
|
|
—
|
|
|
297,531
|
|
|
297,531
|
|
|
297,531
|
|
|
|
|
514,808
|
|
|
514,808
|
|
||||||||
PRSUs
(3)
|
|
—
|
|
|
334,508
|
|
|
252,636
|
|
|
252,636
|
|
|
|
|
837,261
|
|
|
837,261
|
|
||||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
14,769
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
29,538
|
|
||||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
2,250,391
|
|
|
$
|
550,167
|
|
|
$
|
550,167
|
|
|
|
|
$
|
1,352,069
|
|
|
$
|
2,783,645
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
74
|
|
![]() |
|
|
Executive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Termination of Employment
|
|
Change in Control
|
||||||||||||||||||||||||
|
|
Voluntarily or
for Cause |
|
Involuntarily
without Cause |
|
Death
|
|
Disability
|
|
|
|
Without
Termination |
|
With
Termination |
||||||||||||||
Kevin S. Oliver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Severance Payment
(1)
|
|
$
|
—
|
|
|
$
|
805,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
1,152,374
|
|
||
Equity Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock Options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
RSUs
(2)
|
|
—
|
|
|
172,922
|
|
|
172,922
|
|
|
172,922
|
|
|
|
|
251,106
|
|
|
251,106
|
|
||||||||
PRSUs
(3)
|
|
—
|
|
|
757,817
|
|
|
406,394
|
|
|
406,394
|
|
|
|
|
1,046,171
|
|
|
1,046,171
|
|
||||||||
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excise Tax Gross-Up
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Welfare Benefits Continuation
(5)
|
|
—
|
|
|
20,767
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
20,767
|
|
||||||||
Outplacement Services
(6)
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Reduction to Avoid Excise Tax
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
1,773,159
|
|
|
$
|
579,316
|
|
|
$
|
579,316
|
|
|
|
|
$
|
1,297,277
|
|
|
$
|
2,470,418
|
|
(1)
|
Paid pursuant to the Severance Plan and change in control agreements, as applicable and discussed above.
|
(2)
|
Time-based RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.
|
(3)
|
Upon a change in control, 2016 / 2017 / 2018 PRSUs vest at the greater of target or estimated actual performance (200% for 2016 and 2017 and target performance for 2018 has been assumed) if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.
|
(4)
|
None of the named executive officers is entitled to any tax gross-up upon a change-in-control.
|
(5)
|
Represents reimbursement of premiums for 18 months for Messrs Rohr, Sutton and Edwards, 24 months for Mr. Richardson and Ms. Jurecka, and 12 months for Mr. Oliver, of medical and dental coverage continuation upon a change in control as applicable, and the payment of COBRA premiums for a period of one year (18 months for Mr. Rohr) from the date of termination under our Severance Plan, each based on 2019 rates.
|
(6)
|
Upon termination by the Company without cause, each executive is entitled to up to $16,200 in outplacement services.
|
(7)
|
The executives’
change in control 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.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
75
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
Restrictive and Cooperating Covenants: Mr. Edwards agreed (1) for a period of two years after the Separation Date not to compete with the Company, or to solicit or hire former employees of the Company, and (2) to keep information concerning the Company confidential. Mr. Edwards agreed to cooperate with the Company as necessary after the Separation Date, including being available for conference calls and assisting with pending litigation and claims.
|
•
|
Release: The Agreement also provided for a general release by Mr. Edwards of any and all claims that he may have against the Company.
|
•
|
Vesting and Settlement of Equity Awards: Mr. Edwards’ outstanding equity awards generally were forfeited in accordance with their terms upon the Separation Date. However, to facilitate a smooth transition of his role and as consideration for the covenants and release described above, the management and compensation committee agreed to permit pro rata vesting of the final tranche of a time-vesting RSU award originally granted to him in 2017 when he was first hired.
|
•
|
Pension, Welfare and Other Benefits: Mr. Edwards was entitled to continue participation in the Company’s welfare benefit plans until January 31, 2019, and was entitled to receive two months of Company-paid health and dental coverage via COBRA. Mr. Edwards will continue to be entitled to his accrued benefits under the Company’s employee benefit and pension plans and policies in which he participates, independent of the Agreement. Mr. Edwards was entitled to receive the 2018 annual incentive plan bonus which he had earned by virtue of his service through December 31, 2018, payable in March 2019.
|
|
|
|
|
Mr. Edwards
|
||
|
Payments and Benefits
|
|
2019 Separation
|
|||
Cash Payments
|
$
|
—
|
|
|||
Equity Value
|
|
|
|
|
||
RSUs
(1)
|
395,010
|
|
||||
PRSUs
|
—
|
|
||||
Benefits and Perquisites
|
|
|
|
|||
Tax Gross-Up
(2)
|
—
|
|
||||
Welfare Benefits Continuation
|
2,877
|
|
||||
Outplacement Services
|
—
|
|
||||
Accrued Vacation Pay
|
—
|
|
||||
Total
|
$
|
397,887
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
76
|
|
![]() |
|
|
Executive Compensation
|
|
•
|
the median of the annual total compensation of all employees of our company (other than our CEO), was
$81,180
; and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was
$12,514,160
.
|
•
|
based on this information, the ratio of the annual total compensation of Mr. Rohr, our CEO, to the median of the annual total compensation of all employees was
154
to 1.
|
•
|
We selected November 1, 2017 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, 2017, our employee population for pay ratio disclosure purposes consisted of approximately 7,597 individuals. We did not exclude any employees working outside of the U.S. and we did not use any statistical sampling techniques. However, we did exclude approximately 349 employees formerly employed by Nilit Plastics, who became our employees as a result of an acquisition that closed on May 3, 2017.
|
•
|
To identify the median employee from our employee population, we used total compensation reflected in our payroll records as reported to the various taxing authorities, generally consisting of salary, wages, overtime, bonus, health and welfare benefits, and long-term incentive taxable compensation for those employees.
|
•
|
In making these determinations, we annualized the compensation of all permanent employees who were hired in 2017 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.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
77
|
|
![]() |
|
|
Audit Matters
|
|
Dated: February 6, 2019
|
John K. Wulff, Chairman
|
|
William M. Brown
|
|
David F. Hoffmeister
|
|
Kim K.W. Rucker
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
78
|
|
![]() |
|
|
Audit Matters
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
2017
|
|
||||
Audit Fees
(1)
|
$
|
6,423,150
|
|
$
|
6,874,650
|
|
|
Audit-related Fees
(2)
|
74,600
|
|
86,600
|
|
|
||
Tax Fees
(3)
|
1,418,200
|
|
1,009,005
|
|
|
||
All Other Fees
(4)
|
—
|
|
—
|
|
|
||
Total Fees
|
$
|
7,915,950
|
|
$
|
7,970,255
|
|
|
(1)
|
For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.
|
(2)
|
Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.
|
(3)
|
Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.
|
(4)
|
For other permitted professional advisory services.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
79
|
|
![]() |
|
|
Audit Matters
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
80
|
|
![]() |
|
|
Management Proposal
|
|
•
|
eliminate from such Section 7.3 (i) the currently inoperative clause under which the Company’s stockholders could remove directors of the Company with or without cause upon the affirmative vote of a majority in the voting power of all shares entitled to vote generally in the election of directors (the “Voting Power”) and (ii) the clause that provided that when Blackstone was not the beneficial owner of at least 50.1% of the Voting Power, the stockholders could remove directors “only for cause” and upon an affirmative vote of at least 80% of the Voting Power (the “Subject Clauses”); and
|
•
|
provide that the stockholders of the Company may remove any or all of the Company’s directors without cause, as well as with cause, upon the affirmative vote of at least 80% of the Voting Power (collectively, the “Amendment”).
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
81
|
|
![]() |
|
|
Management Proposal
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
82
|
|
![]() |
|
|
Questions and Answers about the Annual Meeting
|
|
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
83
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Questions and Answers about the Annual Meeting
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Proposal
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Voting Choices and Board Recommendation
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Voting Standard
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Item 1: Election of Directors
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•
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Vote in favor of all or specific nominees;
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Majority of votes cast
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•
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Vote against all or specific nominees; or
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•
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Abstain from voting with respect to all or specific nominees.
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The Board recommends a vote
FOR
each of the Director nominees.
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Item 2: Advisory Vote to Approve Executive Compensation
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•
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Vote in favor of the advisory proposal;
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Majority of voting power
(1)
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•
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Vote against the advisory proposal; or
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•
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Abstain from voting on the advisory proposal.
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The Board recommends a vote
FOR
the advisory vote to approve executive compensation.
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Item 3: Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm
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•
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Vote in favor of the ratification;
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Majority of voting power
(1)
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•
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Vote against the ratification; or
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•
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Abstain from voting on the ratification.
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The Board recommends a vote
FOR
the ratification.
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Item 4: Proposal Regarding Approval of an Amendment to our Certificate of Incorporation
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•
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Vote in favor of the proposal;
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80% of voting power
(2)
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•
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Vote against the proposal; or
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•
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Abstain from voting on the proposal.
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The Board recommends a vote
FOR
the proposal.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
84
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Questions and Answers about the Annual Meeting
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●
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FOR
the election of all director nominees as set forth in this Proxy Statement;
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●
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FOR
the advisory vote to approve executive compensation;
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●
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FOR
the proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm; and
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●
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FOR
the proposal to approve an amendment to our certificate of incorporation.
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●
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giving written notice to the Corporate Secretary of the Company;
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●
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delivering a later-dated proxy; or
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●
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voting in person at the meeting (if you are a beneficial owner, see the response to question 20).
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
85
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Questions and Answers about the Annual Meeting
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●
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as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;
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●
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in the case of a contested proxy solicitation;
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●
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if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or
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●
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to allow the independent inspector of election to certify the results of the vote.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
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Questions and Answers about the Annual Meeting
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
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Questions and Answers about the Annual Meeting
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IMPORTANT NOTE: If you plan to attend the Annual Meeting, you must follow these instructions to gain admission.
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Stockholders of record: If you are a stockholder of record and receive your proxy materials by mail, your admission ticket is your proxy card (or a copy thereof). If you are a stockholder of record and receive your materials electronically, and vote via the Internet, please print a copy of your notice and access form or other evidence of your ownership of Common Stock.
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●
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Beneficial owners: If you are a beneficial owner, bring the notice or voting instruction form (or a copy thereof) you received from your bank, broker or other nominee to be admitted to the meeting. You also may bring your bank or brokerage account statement reflecting your ownership of Common Stock as of the record date with you to the meeting. Please note that you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 20.
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●
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Authorized named representatives: If you are a stockholder as of the record date and intend to appoint an authorized named representative to attend the meeting on your behalf, you must send a written request for an admission ticket by regular mail to Celanese Attn: Corporate Secretary, 222 W. Las Colinas Blvd., Suite 900N, Irving, TX 75039. Requests for authorized named representatives to attend the meeting must be received no later than Monday, April 15, 2019.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
88
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Questions and Answers about the Annual Meeting
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
89
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Questions and Answers about the Annual Meeting
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●
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if the proposal is to be included in our proxy statement, pursuant to Rule 14a-8 under the 1934 Act, the proposal is received at on or before November 8, 2019; or
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●
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if the proposal is not to be included in our proxy statement, pursuant to our by-laws, the proposal is submitted in writing to the Corporate Secretary on or before January 19, 2020 (but not earlier than December 20, 2019), and such proposal is, under Delaware General Corporation Law, an appropriate subject for stockholder action.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
90
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Questions and Answers about the Annual Meeting
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
91
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Exhibit A
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
A-1
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Exhibit A
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
A-2
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Exhibit A
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Year Ended December 31,
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||||||||||
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2018
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2017
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||||||||
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(In $ millions, except percentages)
|
||||||||||
Net sales
|
7,155
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6,140
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|
||||
Net earnings (loss) attributable to Celanese Corporation
|
1,207
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843
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|
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(Earnings) loss from discontinued operations
|
5
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13
|
|
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|
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Interest income
|
(6
|
)
|
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|
(2
|
)
|
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|
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Interest expense
|
125
|
|
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122
|
|
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|
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Refinancing expense
|
1
|
|
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|
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—
|
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|
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Income tax provision (benefit)
|
292
|
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213
|
|
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|
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Certain items attributable to Celanese Corporation
(1)
|
228
|
|
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167
|
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|
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Adjusted EBIT / Adjusted EBIT Margin
|
1,852
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|
|
25.9
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%
|
|
1,356
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|
22.1
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%
|
Depreciation and amortization expense
(2)
|
316
|
|
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|
|
303
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|
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Operating EBITDA
|
2,168
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|
1,659
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(1)
|
Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated
January 28, 2019
available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on
January 28, 2019
.
|
(2)
|
Excludes accelerated depreciation and amortization expense, which amounts are included in Certain items above.
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
A-3
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Exhibit A
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Year Ended December 31,
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Year over Year Change
|
|||||||||||
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2018
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2017
|
|
||||||||||
|
|
|
per
share
|
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|
per
share
|
|
per
share
|
|||||
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(In $ millions, except per share data)
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|
|||||||||||
Earnings (loss) from continuing operations attributable to Celanese Corporation
|
1,212
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|
|
8.95
|
|
|
856
|
|
|
6.19
|
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|
44.6
|
%
|
Deduct: Income tax (provision) benefit
|
(292
|
)
|
|
|
|
(213
|
)
|
|
|
|
|
|||
Earnings (loss) from continuing operations before tax
|
1,504
|
|
|
|
|
1,069
|
|
|
|
|
|
|||
Certain items attributable to Celanese Corporation
(1)
|
228
|
|
|
|
|
167
|
|
|
|
|
|
|||
Refinancing and related expenses
|
1
|
|
|
|
|
—
|
|
|
|
|
|
|||
Adjusted earnings (loss) from continuing operations before tax
|
1,733
|
|
|
|
|
1,236
|
|
|
|
|
|
|||
Income tax (provision) benefit on adjusted earnings
(2)
|
(243
|
)
|
|
|
|
(198
|
)
|
|
|
|
|
|||
Adjusted earnings (loss) from continuing operations
(3)
|
1,490
|
|
|
11.00
|
|
|
1,038
|
|
|
7.51
|
|
|
46.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Diluted shares (in millions)
(4)
|
|
|
|||||||||||
Weighted average shares outstanding
|
134.3
|
|
|
|
|
137.9
|
|
|
|
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|
|||
Incremental shares attributable to equity awards
|
1.1
|
|
|
|
|
0.4
|
|
|
|
|
|
|||
Total diluted shares
|
135.4
|
|
|
|
|
138.3
|
|
|
|
|
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(1)
|
Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated
January 28, 2019
available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on
January 28, 2019
.
|
(2)
|
The adjusted effective tax rate is
14%
for the year ended
December 31, 2018
and
16%
for the year ended
December 31, 2017
, as detailed in the Adjusted Tax Rate table below.
|
(3)
|
The year ended
December 31, 2018
excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of (3.9)% vs. expected plan asset returns of 6.7%. The year ended
December 31, 2017
excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 10.5% vs. expected plan asset returns of 7.3%.
|
(4)
|
Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
|
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Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
A-4
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![]() |
|
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Exhibit A
|
|
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Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
|
(In percentages)
|
||||
US GAAP effective tax rate
|
19
|
|
|
20
|
|
Discrete quarterly recognition of GAAP items
(1)
|
—
|
|
|
(11
|
)
|
Tax impact of other charges and adjustments
(2)
|
—
|
|
|
1
|
|
Utilization of foreign tax credits
|
—
|
|
|
20
|
|
Changes in valuation allowances, excluding impact of other charges and adjustments
(3)
|
(5
|
)
|
|
(13
|
)
|
Other
(4)
|
—
|
|
|
(1
|
)
|
Adjusted tax rate
|
14
|
|
|
16
|
|
(1)
|
Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.
|
(2)
|
Reflects the tax impact on pre-tax adjustments presented in Certain Items, which are excluded from pre-tax income for adjusted earnings per share purposes. Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated
January 28, 2019
available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on
January 28, 2019
.
|
(3)
|
Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.
|
(4)
|
Tax impacts related to full-year forecasted tax opportunities and related costs.
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
|
(In $ millions)
|
||||
Net cash provided by (used in) investing activities
|
(507
|
)
|
|
(549
|
)
|
Net cash provided by (used in) financing activities
|
(1,165
|
)
|
|
(351
|
)
|
|
|
|
|
||
Net cash provided by (used in) operating activities
|
1,558
|
|
|
803
|
|
Capital expenditures on property, plant and equipment
|
(337
|
)
|
|
(267
|
)
|
Capital (distributions to) contributions from NCI
|
(23
|
)
|
|
(27
|
)
|
Free cash flow
(1)(2)
|
1,198
|
|
|
509
|
|
(1)
|
Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. related to our joint venture, Fairway Methanol LLC.
|
(2)
|
Excludes required debt service and capital lease payments of $63 million and $27 million for the years ending December 31,
2018
and
2017
, respectively.
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
A-5
|
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![]() |
|
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Exhibit B
|
|
|
Celanese 2019 / Notice of Annual Meeting and Proxy Statement /
B-1
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|