Celanese Corp

Background

Based on the recommendation of our independent Nominating and Corporate Governance Committee (the “NCG Committee”), our Board of Directors has nominated 13 directors — Bruce E. Chinn, Edward G. Galante, Timothy Go, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Michael Koenig, Christopher Kuehn, Ganesh Moorthy, Kim K.W. Rucker, Scott M. Sutton and Scott A. Richardson — each to serve a one-year term expiring at the 2026 Annual Meeting of Shareholders.

At the Annual Meeting, shareholders will have the opportunity to elect these nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them “for” these 13 nominees. If any of our nominees is unable or declines to serve as a director as of the time of the Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. Proxies will be voted “for” any such substitute nominee designated by the Board of Directors.

These director nominees have consented to be elected to serve as directors for the next year and we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

The name of each of our nominees for election and certain information about them, as of the date of this Proxy Statement, is set forth below under “Director Nominees,” including the particular qualifications, attributes, skills and experience that led the Board to conclude that each should serve as a director of the Company.

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Governance

Each of our directors was identified in large part due to the fit of their deep experience with different aspects of our long-term strategy. Effective January 1, 2025, Mr. Richardson was elected to the Board in conjunction with being named CEO and President of the Company. In addition, since the 2024 Annual Meeting of Shareholders, the Board has elected Mr. Chinn, who is a former CEO of a multibillion dollar global chemical company with extensive experience in the chemicals industry, Mr. Kuehn, who is a sitting CFO with extensive experience at multiple multibillion dollar global manufacturing companies, and Mr. Sutton, who is a former CEO of a global chemical company and a former Celanese executive. Their respective elections were part of a long-term and ongoing strategic succession planning process of the Board and the NCG Committee to enhance the Board’s global and end-market perspectives, as well as its ongoing risk management capabilities, given our increasingly complex global footprint and business model. Mr. Chinn, Mr. Kuehn and Mr. Sutton also fulfilled the Board’s and NCG Committee’s goal of bringing additional sitting and recent executives onto the Board to enhance the Board’s multidisciplinary perspectives on issues of current importance to our business and industry. The elections of Mr. Go, who is a sitting CEO of a multibillion dollar company, in 2024, Mr. Moorthy, who served as CEO of a multibillion dollar company until 2024, in 2023, and Mr. Koenig, an accomplished materials industry CEO in 2022, were also a part of this refreshment strategy.

The NCG Committee identified Mr. Koenig, Mr. Moorthy, Mr. Go, and Mr. Kuehn with the assistance of a search firm, Mr. Chinn through Lori Ryerkerk, the Company’s former CEO and Chair of the Board, and Mr. Sutton through Mr. Richardson. The NCG Committee evaluated each candidate through its comprehensive process that includes assistance of its search firm. The NCG Committee and the full Board carefully reviewed the experience, skills and attributes of these individuals, along with those of a number of other qualified candidates identified by the search firm, as well as their independence. After interviews, the NCG Committee and the Board determined to elect Messrs. Koenig, Moorthy, Go, Chinn, Kuehn and Sutton to the Board, effective February 2022, December 2023, February 2024, September 2024, January 2025 and March 2025, respectively, and to recommend their reelection by our shareholders at the 2025 Annual Meeting. Mr. Richardson was identified to serve as CEO, President and director of the Company as part of the Board’s thoughtful succession planning process and regular evaluation of management. See “Director Nominees” for more information on the specific qualifications and experience these, and our other directors, bring to our Board.

Qualifications, Qualities, Skills and Experience to be Represented on the Board

The Board and the NCG Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for

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Governance

corporate governance requirements and practices, a willingness to assume fiduciary responsibilities, an appreciation of diversity of backgrounds, experiences and perspectives and a commitment to sustainability and to corporate social responsibility. The NCG Committee uses a variety of methods for identifying and evaluating director nominees and considers candidates who are recommended by Board members, by shareholders, as well as those identified by third-party search firms retained from time to time (including the firm currently retained as described above). The NCG Committee members and other Board members conduct interviews of potential director candidates to assess integral qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience, including experience with customer-facing roles, in evaluating candidates for Board membership and assesses the effectiveness of this policy through the NCG Committee’s annual review of director nominees. The Board believes that its identification and evaluation processes allow it to select highly qualified directors with the qualifications, skills and experience that best support the full Board’s oversight of the Company’s business, strategy and operations.

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current and expected future business needs. These are summarized in the following table.

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