CE DEF 14A Report ended April 16, 2020

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•	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;

•	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 Executive Chairman and the CEO;

•	meets regularly with the Executive Chairman and the CEO;

•	communicates with stockholders as requested and deemed appropriate by the Board;

•	interviews director candidates along with the N&CG 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 Executive Chairman or the Board, assists the Board in reviewing and assuring compliance with governance principles.

•	assists and supports the CEO during the transition;

•	serves as Chairman of the Board and undertakes Chairman duties, including to preside over all meetings of the Board and stockholders, and to approve the scheduling of Board meetings as well as the agenda and materials for each Board meeting;

•	serves as a sounding board for and provides counsel to the CEO during the transition and, as requested, the Lead Independent Director; and

•	guides strategic options to unlock value for our stockholders.

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•	Audit Committee;

•	Compensation and Management Development Committee;

•	Nominating and Corporate Governance Committee; and

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

•	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;

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•	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.

•	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.

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•	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.

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•

The Audit Committee 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 policies for risk assessment and steps management has taken to control certain risks not otherwise delegated by the Board to other committees.

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

•	The N&CG Committee oversees 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 EHS 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 oversees the enterprise risk process that management implements and addresses risks associated with cybersecurity.

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

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•	the ability to attend and voice opinions at the annual meeting of stockholders (see page 90 );

•	a dedicated annual meeting page on our website (see page 91 );

•	a majority voting standard (see page 17 );

•	the annual advisory vote to approve executive compensation (see page 42 );

•	annual election of directors (see page 17 );

•	proxy access (see page 17 );

•	commitment to thoughtfully consider stockholder proposals submitted to the Company (see page 92 ); and

•	the ability to direct communications to individual directors or the entire board (see page 92 ).

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•	The EHS Committee oversees the Company’s comprehensive social responsibility initiatives including in the areas of safety, quality and environmental sustainability, and monitors the Company’s response to important public policy issues impacting the areas of social responsibility, corporate citizenship and sustainability. The EHS Committee reports to the Board quarterly on ESG topics.

•	The CMDC oversees compensation programs, policies and practices, and addresses diversity and inclusion, human capital management, and community engagement.

•	The Audit Committee reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, as well as the Company’s financial position and financial activities and policies for risk assessment, which include certain ESG risks.

•	The N&CG Committee oversees governance matters affecting the Board and the Company generally, including governance enhancements in response to stockholder feedback.

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(1)	Mr. Rohr and Ms. Ryerkerk are not included in this table because they were employees of the Company during 2019 and received no compensation for their services solely 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 1,404 RSUs granted to each non-management director in April 2019 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, 2019 . As of December 31, 2019 , each non-management director listed in the table owned 1,404 RSUs.

(4)	The Company has not granted stock options to directors since 2007. As of December 31, 2019 , 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. The Board does not provide any tax gross-ups on any director perquisites. No director received perquisites at or exceeding a total incremental value of greater than $10,000 in 2019 .

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*	Less than 1% of shares.

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(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 knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.

(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 18, 2020 , 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 18, 2020 . Does not include units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 6,621 equivalent shares, Mr. Brown – 5,406 equivalent shares, Mr. Galante – 6,058 equivalent shares, Dr. Ihlenfeld – 9,114 equivalent shares, Ms. Rucker – 746 equivalent shares, and Mr. Wulff – 18,259 equivalent shares.

(3)

On February 2, 2020, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 6 to Schedule 13G with the SEC reporting beneficial ownership of 13,551,499 shares of Common Stock as of December 31, 2019, with sole voting power over 179,226 shares, shared voting power over 36,189 shares, sole dispositive power over 13,345,598 shares and shared dispositive power over 205,901 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)	On February 13, 2020, Dodge & Cox filed Amendment No. 10 to Schedule 13G with the SEC reporting beneficial ownership of 10,510,285 shares of Common Stock as of December 31, 2019, with sole voting power over 9,995,458 shares and sole dispositive power over 10,510,285 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(5)	On February 5, 2020, BlackRock, Inc. (“BlackRock”) filed Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 8,785,990 shares of Common Stock as of December 31, 2019, with sole voting power over 7,499,770 shares and sole dispositive power over 8,785,990 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(6)	On January 30, 2020, Wellington Group Holdings LLP (“Wellington”) filed a Schedule 13G with the SEC reporting beneficial ownership of 8,471,633 shares of Common Stock as of December 31, 2019, with shared voting power over 7,719,582 shares and shared dispositive power over8,471,663 shares. The address of Wellington is 280 Congress Street, Boston, MA 02210.

(7)	On February 14, 2020, Capital International Investors (“Capital International”) filed a Schedule 13G with the SEC reporting beneficial ownership of 7,095,321 shares of Common Stock as of December 31, 2019 with sole voting power over 7,094,225 shares and sole dispositive power over 7,095,321 shares. The address of Capital Research is 11100 Santa Monica Blvd., 16th Floor, Los Angeles, CA 90025.

(8)	Listed alphabetically. Each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

(9)	Includes beneficial ownership of Common Stock by Mr. Richardson and Mr. Elliott of 540 and 1,435 equivalent shares, respectively, in the Celanese Stock Fund under the CARSP as of February 18, 2020 . Each has the ability to direct the voting of the Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

(10)	Mr. Rohr and Ms. Ryerkerk also serve as directors and their ownership information is set forth under “Named Executive Officers”.

(11)	Does not include 140,011 PRSUs (at target) held by our current executive officers as of February 18, 2020 subject to future performance and vesting conditions.

•	a Form 4 for Mr. Brown relating to the deferral of a quarterly cash retainer into the 2008 Deferred Plan that was invested in the Celanese Stock Fund was filed late

•	a Form 4 for Ms. Benita Casey, our chief accounting officer, relating to the vesting of restricted stock units (and the related withholding for taxes) awarded prior to her becoming subject to Section 16(a) was filed late

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(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.

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•	Our net sales were $6.3 billion in 2019 , down 12.0% from 2018 , primarily due to decreases in product prices in the Acetyl Chain, lower volumes across our business, and changes in foreign exchange rates, but up 2.6% from 2017. Our net sales have grown 4.9% and 5.1% over the last 3- and 5-year cumulative periods, respectively.

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We generated net earnings of $0.9 billion in 2019 , down 28.9% , primarily due to decreases in product prices and volume, an actuarial loss on our pension plans, and a required reserve in connection with the European Commission investigation, while our Adjusted EBIT was $1.5 billion in 2019 , down 20.3% from 2018 , but up 8.8% from 2017. Our Adjusted EBIT has grown 4.9% and 3.1% over the last 3- and 5-year cumulative periods, respectively.

•	GAAP diluted earnings per share were $6.89 , down 23.0% from 2018 , while adjusted earnings per share for 2019 was $9.53 , a decrease of 13.4% over 2018 , but up 26.9% from 2017. Our Adjusted EPS has grown 13% and 10.9% over the last 3- and 5-year cumulative periods, respectively.

•	Our cash flow from operations was $1.45 billion , down 6.7% from 2018 , while our free cash flow was $1.1 billion , down 10.4% from 2018 , but up 111% from 2017. Our free cash flow has grown 20% and 14.4% over the last 3- and 5-year cumulative periods, respectively.

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•	2019 was our second best year for free cash flow and allowed us to execute on our cash deployment priorities by investing in our existing businesses, executing prudent M&A, and returning cash to our stockholders, all serving to enhance returns.

•	Cumulative total stockholder return over the prior 1-, 3- and 5-year periods was 39.8% , 66.0% and 126.5% , respectively. Our 1-, 3- and 5- year TSR exceeded the S&P 500 Index, the Dow Jones Chemical Index, and the average of our compensation comparator group (described below) for each of these periods.

•	During 2019 , under our capital allocation strategy, we returned a record $1.3 billion to stockholders:

◦	We increased the rate of our quarterly cash dividend per share by 14.8% , and paid an aggregate of $300 million in dividends. We have paid cash dividends for 59 consecutive quarters and the compound rate of increase in the dividend per share has been approximately 31.5% since 2009.

◦	We have returned $5.2 billion to stockholders since 2012 in the form of cash dividends and share repurchases.

•	Our disciplined capital allocation strategy continues to drive robust value creation, as evidenced by a return on invested capital of 19.9% for 2019.

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(1)	See “ Exhibit A ” for definitions and additional information.

(2)

The 2017-2019 PRSU award agreements contain a feature (the “Collar”) limiting the payment for the Adjusted EPS Growth component. If the Company’s Adjusted EPS for the 3-year performance period is in the bottom quartile of the S&P 500 Index for the same period, then the contribution from the Adjusted EPS performance measure is limited to 150% of target (instead of the full 200%). During the 3-year performance period of the 2017 LTIP, the percentile growth of the bottom (4th) quantile of the S&P 500 was less than the 14th percentile, while the Company’s performance was in the 61st percentile in the 2nd quantile. Thus, the Collar did not operate to reduce performance for this award.

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•	the CMDC adopted a more enhanced clawback policy which covers annual bonuses and long-term awards (3-year look back) for financial restatements, breach of our business conduct policy and certain restrictive covenants, and other matters; and

•	our Board approved amendments to our insider trading policy to further clarify the extent of our anti-hedging policy and to eliminate pledging of our Common Stock by our executive officers.

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•	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 NEOs, and recognizes the knowledge, skills and attributes of our NEOs;

•	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.

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•	To establish the appropriate target level of compensation for the CEO and each other NEO, each compensation element is reviewed by the CMDC against market data for the role for our compensation comparator group.

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The CMDC’s philosophy is to target each NEO’s compensation to be generally at the median of, and also competitive with, members of our comparator group for target total direct compensation (base salary plus target annual incentive plan award plus the grant value of long-term incentive awards). Individual position consideration such as tenure, experience level, scope of role, internal equity and performance may impact how compensation is calibrated relative to market norms. General industry compensation survey data was also presented by the independent compensation consultant and considered.

•	To the extent that more than a majority of the total compensation of our NEOs is performance-based and, therefore, “at risk”, actual compensation is determined by Company performance and, further, with respect to the annual incentive bonus plan, individual performance against pre-established objectives.

•	To the extent that we exceed our annual performance targets and/or an NEO significantly exceeds individual performance objectives, our compensation program is designed to reward such NEO by paying total compensation greater than the median level of the comparator group.

•	Conversely, to the extent that we underperform our annual performance targets and/or an NEO underperforms individual performance objectives, our compensation program is designed to pay total compensation lower than the median level of the comparator group.

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•	Complete a comprehensive on-boarding program;

•	Improve safety and leadership performance;

•	Establish a strong quality mindset;

•	Increase 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;

•	Take strategic steps to maximize our Engineered Materials joint ventures; and

•	Continue strong support of community outreach and volunteerism.

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•	Successful transition of CEO role and on-boarding, including visiting nearly 20 sites, meeting our employees, key customers and joint venture partners, and developing relationships with our stockholders and analysts;

•	Executed on certain aspects of the financial plan, which led to free cash flow of $1.1 billion;

•	Grew pipeline closes to more than 4,000 in the Engineered Materials segment;

•	Captured high value opportunities in the Acetyl Chain segment, resetting foundational earnings levels;

•	Achieved a stabilized earnings profile in our Acetate Tow segment, in part due to contributions from productivity initiatives;

•	Returned $1.3 billion to stockholders through dividends and repurchases of shares;

•	Increased the number of women in executive positions and grew the bench of diverse talent at every level of the organization;

•	Employed various initiatives 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 employee safety, process safety and environmental events; and

•	Increased volunteerism across Celanese with employees investing over 250,000 hours of their time in the communities where we work and live.

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(1)

For purposes of calculating the 2019 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 $1.85 billion.

(2)

For purposes of calculating the 2019 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 achievement noted in the table reflects the contribution of the monthly results compared to the monthly targets. Working capital excludes the working capital associated with acquisitions closed in 2019.

(3)	For purposes of calculating the 2019 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 2019 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 2019 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).

(6)	Actual annual incentive plan payouts are further impacted by the individual performance modifier assigned by the CMDC to each NEO. See “ Annual Incentive Plan Awards -- Plan Summary ” above.

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(1)	See “ Exhibit A ” for definitions and additional information.

(2)

The A djusted EPS goals were determined by comparing the increase in the cumulative amount of Adjusted EPS over the three-year performance period (2017-2019) to the Adjusted EPS for fiscal 2016. The cumulative measure incorporates long-term compound annual growth rates determined by the CMDC. The cumulative Adjusted EPS was reduced by an amount to reflect that share repurchases over the performance period exceeded the original budgeted amount.

(3)	The Company’s 3-year TSR for the performance period was 66.0% , which was greater that the bottom quartile of the S&P 500 index over the same period (14%), so the TSR collar feature was not used to limit the Adjusted EPS growth performance. See “ 2019 Payouts Aligned to Performance ” .

(4)	The Company’s three-year average ROCE was compared to benchmarks for Threshold, Target (a range) and Superior set by the CMDC. ROCE goals are established in a manner that focuses management on value creation through the effective deployment of capital.

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(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 (2019-2021) to the Adjusted EPS for fiscal 2018. The cumulative measure incorporates long-term compound annual growth rates determined by the CMDC.

(4)	Th e payout on the adjusted earnings growth measure will be limited to 150% of target if the Company’s three-year relative total stockholder return is in the bottom quartile of the S&P 500 Index. See “ 2019 Payouts Aligned to Performance ”.

•	reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and our other NEOs;

•	evaluating the performance and compensation of the CEO and our other NEOs in light of their established goals and objectives;

•	reviewing and approving both target and actual pay levels of the CEO and our other NEOs; and

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•	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 NEOs.

•	analyzed and benchmarked incentive plan performance targets;

•	reviewed and provided guidance on compensation plan design;

•	reviewed the composition of our compensation comparator group and made recommendations for 2019 peers;

•	conducted an analysis of our compensation for the CEO and the other NEOs, and assessed how target and actual compensation aligned with our philosophy and objectives; 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.

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(1)	Calculated using $108.06 , the average of the 2019 high and low share trading prices, and total salary paid during 2019 .

(2)	Ms. Ryerkerk, Ms. Jurecka, and Ms. Puckett are on track for compliance with the ownership guideline by the May 2024, October 2022 and January 2024 deadlines, respectively, based on their hire or promotion dates.

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•	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 NEOs’ 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 CMDC 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 CMDC intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking;

•	compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned; and

•	we have recovery policies (“clawbacks”) applicable to long- and short-term incentive compensation that permit the Company to cancel awards and recoup certain gains in the event of certain material financial restatements or certain conduct detrimental to the Company.

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(1)

Principal position as of December 31, 2019 . Ms. Ryerkerk was elected Chief Executive Officer and President effective May 1, 2019; Mr. Elliott was named an executive officer effective April 20, 2019, and Ms. Puckett was elected Senior Vice President & General Counsel effective February 13, 2019. Information is not provided for years prior to 2019 for Mr. Elliott and Ms. Puckett, and prior to 2018 for Mr. Richardson, because such individuals were not executive officers prior to such years. Mr. Rohr was elected Executive Chairman (Chairman of the Board) effective May 1, 2019. Prior thereto, Mr. Rohr served as Chairman, Chief Executive Officer and President since 2012.

(2)	For Ms. Ryerkerk and Ms. Puckett, for 2019, their offer letter provided for a sign-on cash payment in the amount indicated within 30 days after the start date.

(3)

Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2018 GIP computed in accordance with FInancial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). For a detailed discussion of the method and assumptions used to calculate such value for 2019 , 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, 2019 . Additional information regarding PRSUs and RSUs granted to the NEOs during 2019 is set forth in note 8 below and in the “ 2019 Grants of Plan-Based Awards Table ” on a grant-by-grant basis.

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(4)	No stock options were granted during the fiscal year ended December 31, 2019 .

(5)	For 2019 , represents Annual Incentive Plan award cash payouts with respect to 2019 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 “ 2019 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 3.19% for 2019 . The discount rate in 2018 was 4.23% and the rate in 2017 was 3.54%. The values shown assume retirement from the CARPP and the CASRSP (as applicable) for (a) Mr. Rohr and Mr. Richardson at age 65 with a life only benefit, and (b) Mr. Elliott at his earliest unreduced retirement age of 55 and receipt of the traditional plan benefit as a life only benefit.

(7)	The amounts reported in this column with respect to fiscal 2019 consist of the following:

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(8)	The stock awards for 2019 consisted of the following:

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(1)

2019 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 2019 as set forth in the “Salary” column in the “ 2019 Summary Compensation Table ” . See “ Compensation Discussion and Analysis – Compensation Decisions – Annual Incentive Plan Awards ” for additional information.

(2)

2019 LTIP . The 2019 LTIP was comprised of 70% PRSUs and 30% Time RSUs. The PRSUs were awarded under the 2018 GIP and vest on February 15, 2022, based on the Company’s achievement of target levels of Adjusted EPS growth and Return on Capital Employed during fiscal years 2019-2021. See “ Compensation Decisions - Long-Term Incentive Compensation ” and “ Exhibit A ” for more information about these awards and performance measures. The Time RSUs vest 33% on each of February 15, 2020 and 2021 and 34% on February 15, 2022.

(3)	Sign-On Equity Awards . In order to induce Ms. Ryerkerk and Ms. Puckett to join Celanese in 2019, we awarded additional Time-vesting RSUs on May 1 and February 13, respectively. The RSUs for Ms. Ryerkerk vest 50% on on each of May 1, 2020 and 2021. The RSUs for Ms. Puckett vest 33% on each of February 15, 2020 and 2021 and 34% on February 15, 2022.

(4)	Executive Chairman Award . We awarded time-vesting RSUs to Mr. Rohr on February 6, 2019. These RSUs vest 33% on each of February 15, 2020 and 2021 and 34% on February 15, 2022. See “ Key Compensation Decisions ” for more information about the reasons for this award.

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(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 2018 PRSUs, and at an assumed target performance (100%) for the 2019 PRSUs, multiplied by the closing stock price on December 31, 2019 , the last trading day in 2019. Actual performance and payout value may vary. For time-based RSUs (including the 2017 PRSUs that were earned based on performance at 198.4% 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, 2019 multiplied by the closing stock price on December 31, 2019 .  Actual payout value may vary.

(3)	Represents RSUs granted in May 2019 under our 2019 LTIP. These RSUs vest 33% on each of February 15, 2020 and 2021, and 34% on February 15, 2022.

(4)	Represents PRSUs granted in May 2019 under our 2019 LTIP at target. These PRSUs vest 100% on February 15, 2022 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2019-2021 against pre-established performance measures.

(5)	Represents RSUs granted in May 2019. These RSUs vest 50% on on each of May 1, 2020 and 2021.

(6)	Represents PRSUs granted in February 2017 under our 2017 LTIP adjusted for actual performance at 198.4% of target as described above. The PRSUs vest 100% on February 15, 2020.

(7)	Represents RSUs granted in February 2017. These RSUs vest 33% on each of February 15, 2018 and 2019, and 34% on February 15, 2020.

(8)	Represents PRSUs granted in February 2018 under our 2018 LTIP at an assumed superior performance (200% of 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.

(9)	Represents RSUs granted in February 2019 under our 2019 LTIP. These RSUs vest 33% on each of February 15, 2020 and 2021, and 34% on February 15, 2022.

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(10)	Represents PRSUs granted in February 2019 under our 2019 LTIP at target. These PRSUs vest 100% on February 15, 2022 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2019-2021 against pre-established performance measures.

(11)	Represents RSUs granted in October 2017. These RSUs vest 33% on each of October 18, 2018 and 2019, and 34% on October 18, 2020.

(12)	Represents RSUs granted in February 2018. These RSUs vest 33% on each of February 15, 2019 and 2020, and 34% on February 15, 2021.

(13)	Represents RSUs granted in February 2019. These RSUs vest 33% on each of February 15, 2020 and 2021, and 34% on February 15, 2022.

(1)	Gross shares (includes shares withheld to cover taxes) acquired.

(2)

Stock option was received as part of Mr. Rohr’s sign-on equity awards. The stock option was exercised on a “net exercise” basis. After determining the value of the shares obtained via the ”net exercise” and payment of the applicable exercise price and taxes, computed based on the average of the high and low stock price on the date of exercise, Mr. Rohr retained a total of 9,937 shares. All shares acquired are subject to a hold on sale until February 13, 2020.

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(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.

(2)	The present value amounts shown in the table above are the amount needed today that, with interest, would provide the NEO’s future retirement benefit. Retirement is assumed to occur at age 65 and participants receive their cash balance benefit as a lump sum, except for Mr. Elliott with retirement assumed at his earliest unreduced retirement age of 55 and a life only benefit.

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(1)	Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2019 , which amounts are also included as All Other Compensation in the “ 2019 Summary Compensation Table ” . Amounts in this column for the 2008 Deferred Plan represent participant contributions under such plan during 2019 .

(2)	Amounts in this column for the CASRSP and the 2008 deferred Plan represent earnings during 2019 under such plans. None of the amounts in this column were reported as compensation in the “ 2019 Summary Compensation Table ” .

(3)	Amounts in this column for the CASRSP do not include contributions credited for 2019 (column (d)) but not yet deposited into the participant’s account.

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•	a lump sum payment equal to up to two times the sum of:

▪	the named executive officer’s then current annualized base salary, and

▪	the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash

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•	group health and dental coverage for the NEO and his or her dependents for a period of up to eighteen months following the date of termination.

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(1)	Paid pursuant to our Executive Severance Benefits Plan and change in control agreements, as applicable as of December 31, 2019, 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 with awards of equivalent economic value. The numbers presented in the Change in Control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the Executive remained employed following a Change in Control, the numbers shown in the Change in Control without termination column would be different.

(3)

Upon a Change in Control, 2017, 2018 and 2019 performance-based RSUs vest at the greater of target or estimated actual performance (200% for 2017, 200% for 2018 and target performance for 2019 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 remains employed following a Change in Control, the numbers shown in the Change in Control without termination column would be different.

(4)	None of the named executive officers are entitled to any tax gross-up.

(5)	Represents reimbursement of premiums for 18 months 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 (1.5 years for Mr. Rohr) from the date of termination under our Executive Severance Benefits Plan, each based on 2020 rates.

(6)	Upon termination by the Company without cause, each Executive is entitled to up to $16,200 in outplacement services.

(7)

The CIC Agreements provide for a “best net” feature which would reduce the parachute payments to the safe-harbor limit if it is more financially advantageous to the executive on an after-tax basis (taking into consideration federal, state and local income taxes, and the imposition of the excise tax). In the event it is more advantageous for the executive's payments to be reduced, the Company shall reduce or eliminate the payments by first reducing or eliminating those payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order of when they would have otherwise been paid.

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•	the median of the annual total compensation of all employees of our company (other than our CEO), was $82,366 ; and

•	the annual total compensation of our CEO, as annualized for purposes of determining the pay ratio and discussed above, was $8,001,982 .

•	based on this information, the ratio of the annualized total compensation of Ms. Ryerkerk our CEO, to the median of the annual total compensation of all employees was 97.2 to 1.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document available on the Financial Information/Financial Document Library page of our website, investors.celanese.com, and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 30, 2020 .

(2)	Excludes accelerated depreciation and amortization expense, which amounts are included in Certain items above.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document available on the Financial Information/Financial Document Library page of our website, investors.celanese.com, and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 30, 2020 .

(2)	The adjusted effective tax rates for the years ended December 31, 2019 , 2018 , 2017 , 2016 and 2015 are detailed in the Adjusted Tax Rate table below.

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(3)	Excludes the immediate recognition of actuarial gains and losses and the impact of actual vs. expected plan asset returns.

(4)	Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

(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 available on the Financial Information/Financial Document Library page of our website, investors.celanese.com, and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 30, 2020 .

(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.

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(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 $24 million, $63 million, $27 million, $56 million and $25 million for the years ending December 31, 2019 , 2018 , 2017 , 2016 and 2015 , respectively.

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