Celanese Corp

Executive Compensation

Human Capital Development

Our highly engaged, valued, dedicated, diverse and global workforce is the driver of our performance. We seek to attract and retain the best available talent to deliver strong performance while strengthening occupational health and safety and maximizing employee engagement.

Integrating several thousand M&M employees was a key human capital priority in 2023. To that end, among other things, we completed company-wide, comprehensive culture surveys to identify aspirational traits and critical behaviors to drive employee success and business goals. We are also proud to have received and, in some cases continued to receive, key external recognition for our culture and our quality as an employer of choice.

Board and CMDC Oversight. Our CMDC and the full Board of Directors have a structured approach to regularly review and oversee the following key talent and human capital matters in addition to executive compensation.

Our Human Capital Scorecard: A Key Tool Supporting CMDC Oversight

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

Diversity, Equity and Inclusion. We are proud of our long-term, ongoing work to foster an inclusive environment that allows our employees to bring their fully authentic selves to work. When all employees feel accepted and included, we believe that we will grow stronger and deliver on our mission of improving everyday life through the power of chemistry.

To support our long-term objectives, we look to our three strategic pillars of Talent, Inclusion and Community.

Some specific ongoing initiatives that we undertake in pursuit of these pillars to foster inclusivity as well as to promote a broad recruiting pipeline of talented individuals include the following:

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Executive Compensation

•We promote employee engagement through 68 chapters of nine different Employee Resource Groups (ERGs) and invited 4,500 newly integrated M&M team members to initiate local chapters of these ERGs at their respective facilities and grew membership by 2,000 employees in 2023.

•We engage with trade associations and engineering groups to enhance our recruiting pipeline of diverse employees, including a global university and vocational recruiting strategy that targets several historically Black colleges and universities (HBCUs) and professional organizations. We leverage technology and strategic partnerships with organizations such as the National Society of Black Engineers, the Society of Women Engineers, and the American Institute of Chemical Engineers (AIChE) to broaden our reach to potential candidates. These initiatives also include providing funds to the Future of STEM Scholars Initiative (FOSSI), which is a national program that gives scholarships to students pursuing STEM degrees at HBCUs.

For more information on certain human capital metrics, please see “Human Capital Resources” in our most recent Annual Report on Form 10-K filed with the SEC.

Health, Safety and Environmental Stewardship. We believe in continuous improvement of our safety environment by building competency in our people and having a comprehensive management system built from recognized safety practices around the globe. Through deliberate actions, we have improved our employee safety, process safety and environmental incident metrics in recent years. See “Human Capital Resources” in our most recent Annual Report on Form 10-K filed with the SEC, for more information.

We have reflected our commitment to these stewardship goals through our long-standing practice of including them as part of our annual incentive program, which currently has approximately 3,500 bonus-eligible participants, for the last 16 years. For more information, please see “Annual Incentive Plan Awards.”

Talent Development. At Celanese, we are committed to fostering an engaging workplace with opportunities for collaboration, development and leadership. We believe in empowering employees to dedicate time to sharpening skills needed for their current roles and interests as well as exploring new topics. Workshops, eLearnings, and self-directed training options are readily available to employees based on their roles and interests.

An example of this our Manufacturing Technical Training Program called “M-Train.” M-Train includes 300 on-demand and instructor led courses in process technology, engineering, project management, quality, and stewardship with over 19,000 learner assignments. More than 3,400 Celanese employees took at least one M-Train course since the beginning of 2023.

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Executive Compensation

Compensation Philosophy and Elements of Pay

Compensation Philosophy

Our focus is to deliver continued earnings growth, return on capital, and superior long-term value creation for our shareholders. To that end, we have adopted a pay-for-performance compensation program that rewards executives for superior company and individual performance through annual- and long-term incentives, and aligns management’s interests with those of shareholders. At the same time, these programs are intended to be competitive with our peer companies to allow us to attract and retain highly qualified talent. Our CMDC has designed our executive compensation program based on principles that reflect these objectives, and we believe these principles have contributed to our strong performance and growth over the years.

Compensation Objectives

The objectives of our compensation program are to provide pay that is competitive, performance-based, aligned with the interests of our shareholders, and focused on attracting, rewarding and retaining talent as described below:

•Competitive – pay should be set at a level that recognizes the knowledge, skills, experience and attributes of our executives and is competitive with our peers against whom we compete for executive talent;

•Performance-Based– pay should reward individual and Company performance when short- and long-term goals are met or exceeded and when, over time, Company performance compares favorably to competitors and peers, and likewise, should provide for lower payouts when such targets and objectives are not met;

•Aligned with Shareholder Outcomes – plans should encourage long-term increases in shareholder value; and

•Focused on Talent – pay should be designed to attract, motivate and retain talented leaders.

Elements of Compensation

The table below summarizes the 2023 elements of our compensation program for NEOs and how each element supports our pay-for-performance philosophy:

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Executive Compensation

Setting Total Compensation

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

Target Level of Compensation

To establish the appropriate target level of compensation for the CEO and each other NEO, each compensation element is reviewed by the CMDC relative to market data for the role within our compensation peer group.

The CMDC’s philosophy is to use the median of our compensation peer group as a guideline for establishing target total direct compensation (base salary plus target annual incentive plan award plus the grant date value of long-term incentive awards). Individual position considerations such as experience level, scope of role, personal impact on Company results, individual performance and relative compensation amounts across executives also impact how compensation is calibrated relative to market norms. The CMDC also considers general industry compensation survey data presented by its independent compensation consultant, since the talent market for many of our executives is broader than the companies in our compensation peer group.

Although the CMDC strives to set target compensation at levels that are competitive with our compensation peer group, it does not rigidly adhere to any particular market reference point in determining executive compensation.

Use of Peer Groups

Compensation Peer Group. Each year, the CMDC’s independent compensation consultant provides an analysis of compensation data and practices from a select group of peer companies in the chemical industry. The CMDC, with the assistance of its independent consultant, identifies the companies to be included in the compensation peer group.

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Executive Compensation

Our CMDC reviews the compensation peer group annually in consultation with its independent compensation consultant to ensure that the individual companies in the group continue to be appropriate and that the group as a whole is appropriate.

The CMDC with its independent compensation consultant reviewed and updated the compensation peer group to ensure it remained reasonable given the increased size and complexity of the Company following the closing of the M&M Acquisition in November 2022. The CMDC considered this update important so that the compensation peer group would continue to be representative of the market for executive talent in which we compete.

To support this update, the independent compensation consultant identified companies (1) in the chemical industry, (2) with revenues in a range around Celanese’s projected post-transaction annual revenue (generally from one-half to three times our then-projected post-closing 2023 revenue), (3) that were not already in the compensation peer group, and the CMDC considered these and other factors.

The compensation peer group used by the CMDC in setting target pay for 2023 was as follows:

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

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Executive Compensation

Compensation Decisions

Base Salary

The CMDC reviews and approves annually the base salaries for each of the NEOs. The CMDC also approves any increases to the base salaries of any officers at the time of promotion to an executive officer role. In setting base salaries, the CMDC considers a number of factors, including (i) the scope, complexity, and financial or business impact of the executive’s position, (ii) the executive’s level of expertise, experience (including time in the specific role) and individual performance, (iii) internal pay equity among the executive team, and (iv) how the executive’s base salary compares to the base salary of similarly situated executives at companies in our compensation peer group or in compensation surveys we review. As a result of these factors, base salaries may be set higher or lower than the median level of similarly situated executives at companies in our compensation peer group, when appropriate.

The Company’s pay philosophy is that, in general, the pay for individuals new to a role should work toward the desired competitive pay positioning over time as they gain experience in the role. In most cases, the individual’s pay is expected to reach the desired competitive positioning within one to three years after taking the role. Similarly, an individual with significant experience and demonstrated success in the role or a similar role might have pay positioned above the market median.

Based on the application of the above factors, the CMDC approved base salaries effective in March 2023 for the individuals who were our executive officers at the time. Mr. Kelly received a salary increase of approximately 20%, intended to maintain competitiveness with the updated compensation peer group and to recognize the increased size and complexity of the Engineered Materials business, which he leads, following the M&M Acquisition. To maintain competitiveness versus our compensation peer group, the CMDC also approved increases to Mr. Richardson’s, Mr. Kyrish’s and Ms. Duffie’s salaries upon their promotions to their current roles in November 2023. Base salaries as of December 31, 2023 are set forth in the table below.

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Executive Compensation

Overall Incentive Plan Design

Fundamentally, the CMDC believes that long-term shareholder value is created by a focus on annual earnings growth in the business, conversion of earnings into cash flow, effective capital deployment and a high level of stewardship performance. To that end, the CMDC carefully designs incentive compensation plans for NEOs to drive and reward near-term actions and long-term strategies with these objectives in mind.