Celanese Corp

Background

Based on the recommendation of our independent Nominating and Corporate Governance Committee (the “NCG Committee”), our Board of Directors has nominated 9 directors — Bruce E. Chinn, Edward G. Galante, Kathryn M. Hill, Deborah J. Kissire, Michael Koenig, Christopher Kuehn, Ganesh Moorthy, Kim K.W. Rucker and Scott A. Richardson — each to serve a one-year term expiring at the 2027 Annual Meeting of Shareholders. Independent directors David Hoffmeister and Jay Ihlenfeld will not stand for re-election at the upcoming Annual Meeting. There are no disagreements between either Mr. Hoffmeister and Celanese or Dr. Ihlenfeld and Celanese on any matter related to Celanese’s operations, policies or practices. The Board expresses its gratitude to each of them for their many contributions to the Company and the Board throughout their years of service and will set the number of directors at 9 effective as of the expiration of Mr. Hoffmeister’s and Dr. Ihlenfeld’s terms at the Annual Meeting.

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 9 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, in 2024, the Board elected Mr. Chinn, who is a former CEO of a multibillion dollar global chemical company with extensive experience in the chemicals industry, and, in 2025, the Board added Mr. Kuehn, who is a sitting CFO with extensive experience at multiple multibillion dollar global manufacturing companies. 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 and Mr. Kuehn 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 election of Mr. Moorthy, who served as CEO of a multibillion dollar company until 2024, in 2023, was also a part of this refreshment strategy. See “Director Nominees” for more information on the specific qualifications and experience our 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 corporate governance requirements and practices, a willingness to assume fiduciary responsibilities, an appreciation of a variety of backgrounds, experiences and perspectives and an appreciation of sustainability and 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. 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 varied backgrounds, perspectives, 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.

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Governance

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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