Celanese (CE) Proxy Filing summary

Executive summary

• 2024 was a challenging year, but leadership changes and strategic actions were taken to position for long-term success and value creation.

• New CEO Scott Richardson and three new directors joined, bringing deep industry, financial, and operational expertise.

• A new Finance and Business Review Committee was formed to oversee financial strategy, cost reduction, cash flow, and asset portfolio.

• The company is focused on deleveraging, cost reduction, and driving top-line growth in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and amendments to remove supermajority voting requirements from the certificate of incorporation.

• Board recommends voting FOR all proposals.

• Amendments include allowing by-laws and certificate of incorporation to be amended by majority vote, filling board seats at special meetings by majority, and director removal by majority vote.

Board of directors and corporate governance

• Board consists of 13 nominees, 12 of whom are independent; average tenure is 5.4 years.

• Board refreshment has added eight new directors since 2022, including the CEO and six independent directors.

• Board leadership structure now separates Chair and CEO roles, with an independent Chair.

• Board and committees conduct annual self-evaluations and regular refreshment.

• Proxy access allows shareholders with 3% ownership for 3 years to nominate directors.