Edgar Filing: Celanese Corp

CE-2015.8-DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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CELANESE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CELANESE CORPORATION

222 W. Las Colinas Blvd., Suite 900N

Irving, Texas 75039

March 13, 2015

Dear Fellow Stockholders:

I am pleased to invite you to attend the 2015 Annual Meeting of Stockholders of Celanese Corporation to be held at 7:00 a.m. (Central Daylight Saving Time) on Thursday, April 23, 2015. This year’s Annual Meeting will be held at The Crescent Club, 200 Crescent Court – 17th Floor, Dallas, Texas 75201.

The following notice of Annual Meeting of Stockholders and Proxy Statement includes information about the matters to be acted upon by stockholders. Celanese also has made available with this Proxy Statement a copy of our 2014 Annual Report to Stockholders. We encourage you to read our Annual Report, which includes our audited financial statements and additional information about the business.

Celanese has made the proxy materials available via the internet. The Company believes that providing internet access to our proxy materials increases the ability of our stockholders to review important Company information, while reducing the environmental impact of our Annual Meeting.

We hope that you will participate in the Annual Meeting, either by attending and voting in person or by voting through the other acceptable methods described in the Proxy Statement. You may submit your proxy via the internet, by phone, or by signing, dating, and returning the enclosed proxy card (or voting instruction form, if you hold shares through a broker). If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. Please review the instructions on each of your voting options described in this Proxy Statement as well as in the Notice you received in the mail or via email.

On behalf of the Board, I would like to express our appreciation for your continued support of Celanese. I look forward to seeing you at the Annual Meeting.

Sincerely,

Mark C. Rohr

Chairman and Chief Executive Officer

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2015 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

2015 Annual Meeting of Stockholders Information

• Date and Time

April 23, 2015, 7:00 a.m. (Central Daylight Saving Time)

• Place

The Crescent Club

200 Crescent Court – 17th Floor, Dallas, Texas 75201

• Record Date

February 23, 2015

• Voting

Stockholders as of the record date are entitled to vote. Each share of Series A Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

• Entry

If you decide to attend the meeting in person, upon your arrival you will need to register as a visitor. See “Questions and Answers about the Proxy Materials and the Annual Meeting” for further instructions.

Meeting Agenda and Voting Recommendations

Agenda Item

Board Vote

Recommendation

Page

Reference

(for more

detail)

(1) Election of three directors

FOR EACH NOMINEE

(2) Advisory vote to approve the compensation of our named executive officers

FOR

(3) Ratification of KPMG LLP as our independent registered public accounting firm for 2015

FOR

Our Director Nominees

The following table provides summary information about each director nominee. Each nominee is to be elected by a majority of the votes cast for a three-year term. See “Proposal 1: Election of Directors” for additional information about the nominees and the other directors continuing in office.

Name

Age

Director

Since

Principal Occupation

Experience/

Qualification

Independent

Committee

Memberships

James E. Barlett

2004

Vice Chairman,

Teletech Holdings, Inc.

Leadership, Financial, Human Resources

CMD; EHS

Edward G. Galante

2013

Former SVP,

Exxon Mobil Corporation

Leadership, Global, Chemical Industry

AC; EHS

David F. Hoffmeister u

2006

Former SVP / CFO, Life Technologies Corporation

Leadership, Financial, Chemical Industry

CMD; NCG £

Audit Committee

CMD

Compensation and Management Develop. Committee

EHS

Environmental, Health, Safety and Public Policy Committee

NCG

Nominating and Corporate Governance Committee

Committee Chair

Lead Independent Director

Governance Highlights

ü 9 of our 10 directors are independent

ü Diverse board in terms of gender, experience and skills

ü Independent lead director

ü Longstanding commitment to corporate responsibility

ü Board committees consist entirely of independent directors

ü Policy providing for return of incentive compensation

under certain circumstances (clawback policy)

ü Annual board self-assessment process

ü Majority voting for all directors

ü Restrictions on share hedging and pledging

ü Independent directors meet without management present

ü Share ownership guidelines for executives and directors

ü Director retirement guideline (age 72)

ü Active stockholder engagement

Advisory Vote to Approve the Compensation of our Named Executive Officers

We are asking stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers. The board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving our goal of paying for financial and operating performance and aligning the interests of our named executive officers with those of our stockholders.

2014 Key Performance Highlights

Business Performance

In 2014, our key performance metrics were as follows:

• Net sales increased 4.5% from 2013 to $6.8 billion

• Adjusted EBIT⁽¹⁾ was $1.3 billion, up over 20%, the highest in Company history

• Adjusted earnings per share⁽¹⁾ was $5.67, up 26%, the highest in Company history

Stockholder Value Creation

• Returned $394 million to stockholders through dividends and share repurchases, a 60% total increase in cash returned to stockholders from the prior year

• Increased the quarterly cash dividend paid by 39% in 2014

• We had positive one-, three- and five-year total stockholder return, driving a 10% increase in total stockholder return in 2014

How Pay is Aligned to 2014 Company Performance

The operation of our variable incentives demonstrate strong linkage between pay and performance. See page 26 for the detailed performance results.

• Annual Incentive – 2014 performance resulted in above target achievement on our operational and stewardship objectives under our 2014 annual performance plan. As a result, the corporate modifier on target cash bonuses was 53% greater than in 2013.

• Long-Term Incentive – The 2013 performance-based restricted stock units (“PRSUs”), based on a fiscal 2013-2014 performance period, will pay out at 200% of target. However, the 2011 PRSUs, scheduled to vest and pay out in 2014, based on a fiscal 2012-2013 performance period, did not pay out.

2014 Key Compensation Decisions

• 2014 Compensation – Based on our 2014 performance, in February 2015 the compensation and management development committee approved a business performance modifier of 194% under our 2014 annual performance bonus plan and established individual performance modifiers for the named executive officers. In addition, the committee had earlier awarded PRSUs in February 2014 under our 2014 long-term incentive plan. See pages 37-40 for more information.

Response to Advisory Vote

In 2014, stockholders continued their strong support of our executive compensation programs with 99% of the votes cast for approval of the “say on pay” proposal at the 2014 Annual Meeting of Stockholders. Consistent with the Company’s strong interest in stockholder engagement and our pay-for-performance approach, the compensation and management development committee has continued to examine our compensation program to ensure alignment between the interests of our executives and stockholders. As noted above, we ask that our stockholders approve, on an advisory basis, the compensation of our named executive officers.

Key Compensation Features

ü No employment agreements

ü Change in control double-trigger equity awards

ü Clawback, share hedging and pledging policies

ü No tax gross-ups of perquisites, other than for relocation benefits

ü A high percentage of compensation is at risk (i.e., tied to performance)

ü Significant executive share ownership requirements

__________________________

⁽¹⁾Adjusted EBIT and adjusted earnings per share are non-GAAP financial measures. See Exhibit A for information concerning these measures including a definition and a reconciliation to the most comparable U.S. GAAP financial measure.




Independent Registered Public Accounting Firm
As a matter of good corporate governance, we are asking stockholders to ratify the audit committee’s selection of KPMG LLP as our independent registered public accounting firm for 2015. Set forth below is summary information with respect to KPMG LLP and its affiliates’ fees for services provided in 2014 and 2013. See “Proposal 3: Ratification of Independent Registered Public Accounting Firm” for additional information.

Type of Fees	2014		2013
Audit Fees	$	5,109,800	$	5,057,230
Audit-related Fees	190,287		108,911
Tax Fees	983,910		833,877
All Other Fees	—		20,750
Total Fees	$	6,283,997	$	6,020,768

iii

TABLE OF CONTENTS



Notice of Annual Meeting of Stockholders	1
Proxy Statement	2
Information Concerning Solicitation and Voting	2
Proposal 1: Election of Directors	3
Director Nominees	3
Directors Continuing in Office	6
Directors Compensation in 2014	10
2014 Director Compensation Table	11
Proposal 2: Advisory Approval of Executive Compensation	12
Proposal 3: Ratification of Independent Registered Public Accounting Firm	13
Audit and Related Fees	13
Audit Committee Pre-Approval Policy	13
Corporate Governance	15
Composition of the Board of Directors	15
Board Leadership Structure	15
Director Independence	17
Board Oversight of Risk Management	18
Board Meetings in 2014	19
Committees of the Board	19
Candidates for the Board	22
Communications with the Board	23
Board Committee Reports	24
Audit Committee Report	24
Compensation and Management Development Committee Report	25
Executive Compensation	26
Compensation Discussion and Analysis	26
Overview of Our 2014 Executive Compensation Program	26
Oversight of the Executive Compensation Process	29
Compensation Philosophy and Elements of Pay	30
Additional Information Regarding Executive Compensation	38
Risk Assessment of Compensation Practices	40
Compensation Committee Interlocks and Insider Participation	41
Compensation Tables	42
2014 Summary Compensation Table	42
2014 Grants of Plan-Based Awards Table	44
Outstanding Equity Awards at Fiscal 2014 Year-End Table	45
2014 Option Exercises and Stock Vested Table	46
2014 Pension Benefits Table	47
2014 Nonqualified Deferred Compensation Table	48
Potential Payments Upon Termination or Change In Control	50
Certain Relationships and Related Person Transactions	57
Stock Ownership Information	58
Principal Stockholders and Beneficial Owners	58
Section 16(a) Beneficial Ownership Reporting Compliance	60
Questions and Answers about the Proxy Materials and the Annual Meeting	61
Other Matters	67
Exhibit A	A-1

222 W. Las Colinas Blvd., Suite 900N

Irving, Texas 75039



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2015
The Celanese Corporation 2015 Notice of Annual Meeting and Proxy Statement, 2014 Annual Report to Stockholders and other proxy materials are available at www.proxyvote.com.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



Date and Time:		April 23, 2015, 7:00 a.m. (Central Daylight Saving Time)

Place:		The Crescent Club 200 Crescent Court – 17th Floor, Dallas, Texas 75201

Items of Business:		● To elect James E. Barlett, Edward G. Galante, and David F. Hoffmeister to serve on our board of directors until the 2018 Annual Meeting of Stockholders, or until his or her successors are elected and qualified;

		● Advisory vote to approve executive compensation;

		● To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2015; and

		● To transact such other business as may properly be brought before the meeting in accordance with the provisions of the Company’s Third Amended and Restated By-laws (the “By-laws”).

Record Date:		You are entitled to attend the Annual Meeting and to vote if you were a stockholder as of the close of business on February 23, 2015.

Our Proxy Statement follows. Financial and other information about Celanese Corporation is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2014 (the “2014 Annual Report to Stockholders”).

To ensure that your shares are represented at the meeting, we urge you to cast your vote as promptly as possible. You may vote by proxy via the Internet or telephone, or, if you received paper copies of the proxy materials by mail, you can also vote via mail by following the instructions on the proxy card or voting instruction card. We encourage you to vote via the Internet. It is convenient and saves us significant postage and processing costs. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

By Order of the Board of Directors of

Celanese Corporation

James R. Peacock III

Vice President, Deputy General Counsel

and Corporate Secretary

Irving, Texas

March 13, 2015

PROXY STATEMENT

For the Annual Meeting of Stockholders To Be Held on

April 23, 2015

The board of directors (the “board of directors” or the “board”) of Celanese Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at our 2015 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 7:00 a.m. (Central Daylight Time) on Thursday, April 23, 2015, at The Crescent Club, 200 Crescent Court – 17th Floor, Dallas, Texas 75201. This Proxy Statement (this “Proxy Statement”) contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors. We will bear the expense of soliciting the proxies for the Annual Meeting.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2015

The Celanese Corporation 2015 Notice of Annual Meeting and Proxy Statement, 2014 Annual Report to Stockholders and other proxy materials are available at www.proxyvote.com.

INFORMATION CONCERNING SOLICITATION AND VOTING

Pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, we have elected to furnish proxy materials to our stockholders via the Internet instead of mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and cast your vote on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Stockholders who requested paper copies of proxy materials or previously elected to receive proxy materials electronically did not receive the Notice of Internet Availability and will receive the proxy materials in the format requested. This Proxy Statement and our 2014 Annual Report to Stockholders also are available in the investor relations section of our website, www.celanese.com.

The Notice of Internet Availability and, for stockholders who previously requested electronic or paper delivery, the proxy materials are first being made available on or about March 13, 2015, to stockholders of record and beneficial owners who owned shares of the Company’s Series A Common Stock (“Common Stock”) at the close of business on February 23, 2015.

Our principal executive offices are located at 222 W. Las Colinas Blvd., Suite 900N, Irving, Texas 75039.

For additional information about the proxy materials and the Annual Meeting, see “Questions and Answers About the Proxy Materials and the Annual Meeting”.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees

Our board of directors is divided into three classes serving staggered, three-year terms. The members of Class I are Jean S. Blackwell, Martin G. McGuinn, Daniel S. Sanders and John K. Wulff, and their term expires at the 2017 Annual Meeting of Stockholders. The members of Class II are James E. Barlett, Edward G. Galante and David F. Hoffmeister, and their term expires at the Annual Meeting. The members of Class III are Jay V. Ihlenfeld, Mark C. Rohr and Farah M. Walters, and their term expires at the 2016 Annual Meeting of Stockholders.

On February 5, 2015, Martin G. McGuinn and Daniel S. Sanders notified the Company of their intent to retire, effective immediately prior to the Annual Meeting , in accordance with the Company’s director retirement guideline.

At the Annual Meeting, you will have the opportunity to elect three directors in Class II to serve for three years. Based on the recommendation of our independent nominating and corporate governance committee, our board of directors has nominated James E. Barlett, Edward G. Galante and David F. Hoffmeister to be elected at the Annual Meeting. These director nominees have consented to be elected to serve as directors for the term of the Class II directors. Unless otherwise instructed, the Proxyholders will vote the proxies received by them for these three 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 nominee who shall be designated by the board of directors to fill the vacancy. If elected, Messrs. Barlett, Galante and Hoffmeister will serve until the 2018 Annual Meeting of Stockholders, or until his successor is elected and qualified or his earlier death, resignation or retirement.

Under the Company’s By-laws, in uncontested elections, such as this one, where the number of nominees does not exceed the number of directors to be elected, a director nominee must receive the affirmative vote of a majority of the votes cast at the annual meeting of stockholders in order to be elected. The board believes this majority vote standard appropriately gives stockholders a greater voice in the election of directors than the traditional plurality voting standard. Under the General Corporation Law of the State of Delaware, an incumbent director who fails to receive the required vote “holds over,” or continues to serve as a director, until his or her successor is elected and qualified. In order to address this “hold over” issue, board policy requires an incumbent nominee who fails to receive the required vote to tender his or her resignation. The board may accept or reject the resignation. Following receipt of such a resignation, the board will act on it within 90 days of the certification of the vote. In considering whether to accept or reject the resignation, the board will consider all factors it deems relevant, including the underlying reason for the voted result, the director’s contributions to the Company during his or her tenure, and the director’s qualifications. Only independent directors will participate in the deliberations regarding a tendered resignation.

The name of each of our nominees for election and our directors continuing in office and certain information about them, as of the date of this Proxy Statement (except ages, which are as of the date of the Annual Meeting), is set forth below. Included in the information below is a description of the particular experience, qualifications, attributes and skills that led the board to conclude that each person below should serve as a director of the Company.



Director Nominees
Class II Directors – Term Expires in 2018

James E. Barlett, 71
Position, Principal Occupation and Business Experience: Mr. Barlett has been Vice Chairman of TeleTech Holdings, Inc., a global provider of customer experience strategy, technology and business process outsourcing solutions, since October 2001 and a member of the board of directors of TeleTech since February 2000. Mr. Barlett previously served as the Chairman from 1997 to 2001, and President and Chief Executive Officer from 1994 to 2001, of Galileo International, Inc., a provider of travel information and transaction processing solutions for the travel industry. Prior to joining Galileo, Mr. Barlett served as Executive Vice President for MasterCard International Corporation and was Executive Vice President for NBD Bancorp. Mr. Barlett also served as a member of the board of directors and the chairman of the audit committee of Korn/Ferry International from 1999 until September 2009. Key Attributes, Experience and Skills: Mr. Barlett’s management and leadership experience as a former chief executive officer of a public company, knowledge from leading a company through an initial public offering, and experience in previous executive positions at other public companies, led the board to conclude that Mr. Barlett should serve as a director of the Company. Additional factors supporting this conclusion include his strong finance and accounting background and knowledge in the human resources area.



				Director Since: 2004 Other Current Public Directorships: Teletech Holdings Inc. Former Directorships Held During the Past Five Years: None




Edward G. Galante, 64
Position, Principal Occupation and Business Experience: Mr. Galante served as Senior Vice President and as a member of the management committee of Exxon Mobil Corporation, an international oil and gas company, from August 2001 until his retirement in 2006. Prior to that, he held various management positions of increasing responsibility during his more than 30 years with Exxon Mobil Corporation, including serving as Executive Vice President of ExxonMobil Chemical Company from 1999 to 2001. Mr. Galante currently serves as a director (since 2007) and chairman of the compensation and management development committee and as a member of the governance and nominating committee and the technology, safety and sustainability committee of Praxair, Inc. He also serves as a director (since 2010) and chairman of the governance and nominating committee of Clean Harbors, Inc. From 2008 until November 2014, Mr. Galante served as a member of the board of directors of Foster Wheeler AG, which included service on Foster Wheeler's compensation and executive development committee (including as chairman) and audit committee. Key Attributes, Experience and Skills: With over 30 years of experience in the oil, gas, refining and chemical sectors of the energy industry, Mr. Galante brings broad management, operational and industry experience to the board. In particular, he gained extensive management and leadership knowledge from his executive positions at a public international, oil and gas company. Additionally, his global experience and knowledge of finance, compensation and governance gained from his service on other public company boards led the board to conclude that Mr. Galante should serve as a director of the Company.



				Director Since: 2013 Other Current Public Directorships: Praxair, Inc. Clean Harbors, Inc. Former Directorships Held During the Past Five Years: Foster Wheeler AG




David F. Hoffmeister, 60
Position, Principal Occupation and Business Experience: Mr. Hoffmeister served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by Fisher Scientific Inc. in February 2014. From October 2004 to November 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies Corporation. Before joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. From 1998 to 2003, Mr. Hoffmeister was the leader of McKinsey’s North American chemical practice. Key Attributes, Experience and Skills: Mr. Hoffmeister has extensive experience in the chemical industry, having worked as a consultant to chemical clients for 20 years at a global management consulting firm. He has a strong finance background and most recently served as the chief financial officer of a global biotechnology company. These experiences led the board to conclude that Mr. Hoffmeister should serve as a director of the Company.



				Director Since: 2006 Other Current Public Directorships: None Former Directorships Held During the Past Five Years: None

Vote Required

Each director must receive a majority of the votes cast in favor of his or her election.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE NOMINEES LISTED ABOVE



Directors Continuing in Office
Class III Directors – Term Expires in 2016

Jay V. Ihlenfeld, 63
Position, Principal Occupation and Business Experience: From 2006 until his retirement in 2012, Mr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation. Mr. Ihlenfeld previously served as 3M Company’s Senior Vice President, Research and Development from 2002 to 2006. A 33-year veteran of 3M Company, Mr. Ihlenfeld has also held various leadership and technology positions, including Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan. Key Attributes, Experience and Skills: Mr. Ihlenfeld has extensive experience managing operations in the Asia Pacific region, having led 3M’s Asia Pacific operations for five years, and also in research and development, having led 3M’s research and development function for four years. These experiences coupled with his background as a chemical engineer led the board to conclude that Mr. Ihlenfeld should serve as a director of the Company.



				Director Since: 2012 Other Current Public Directorships: None Former Directorships Held During the Past Five Years: None




Mark C. Rohr, 63
Position, Principal Occupation and Business Experience: Mr. Rohr has been our Chairman of the board and Chief Executive Officer since April 2012 and a member of our board of directors since April 2007. He served as Executive Chairman of Albemarle Corporation, a global developer, manufacturer and marketer of highly engineered specialty chemicals, from September 2011 until February 2012 and previously had served as the Chairman from 2008 to 2011, President from 2000 to 2010, Chief Operating Officer from 2000 to 2002 and Chief Executive Officer from 2002 to 2011. Prior to that, Mr. Rohr served as Executive Vice President – Operations of Albemarle. Before joining Albemarle, Mr. Rohr held leadership roles with companies, including Occidental Chemical Corporation and The Dow Chemical Company. Mr. Rohr serves on the board of directors of Ashland Inc. (since 2008), and as a member of its audit committee and its environmental, health & safety committee. He also serves as chairman of the executive committee of the board of directors of the American Chemical Council. Key Attributes, Experience and Skills: By virtue of his thirteen years as the chief executive of a leading chemical company, Mr. Rohr brings significant insight and broad industry experience to the board. He brings extensive knowledge and understanding of the chemical industry gained from working in the industry in various positions of increasing responsibility throughout his career. In addition, his operations and global business experience, combined with a broad understanding of complex financial issues and governance, led the board to conclude that Mr. Rohr should serve as a director of the Company.



				Director Since: 2007 Other Current Public Directorships: Ashland Inc. Former Directorships Held During the Past Five Years: Albemarle Corporation




Farah M. Walters, 70
Position, Principal Occupation and Business Experience: Since 2005, Ms. Walters has served as President and Chief Executive Officer of QualHealth, LLC, a healthcare consulting firm. From 1992 until her retirement in June 2002, Ms. Walters was the President and Chief Executive Officer of University Hospitals Health System and University Hospitals of Cleveland. She also serves as a member of the board of directors of PolyOne Corporation (since 1998), including as a member of the compensation committee and the nominating and governance committee. She previously served as the lead director (2006-2007), chairperson of both the compensation and nominating and governance committee and the 2005 chief executive officer search committee, and as a member of the environmental, health and safety committee and the financial policy committee of PolyOne. She was a member of the board of directors of Kerr McGee Corp. from 1993 until 2006. While a director at Kerr McGee, she served as a member of the executive committee, the chairman of the compensation committee, the chairman of the audit committee and a member of the governance committee. From 2003 to 2006, Ms. Walters was also a director and a member of the compensation committee and the audit committee of Alpharma, Inc. Key Attributes, Experience and Skills: Ms. Walters has substantial experience on public boards, including the board of another public chemical company, and management experience and leadership capabilities gained from her position as the chief executive officer of a hospital system. She also has experience in the medical field, which is a growing business for the Company, and knowledge in the human resources area, particularly executive succession planning. Additionally, Ms. Walters has significant knowledge and experience in the areas of compensation and corporate governance, gained in part through her service in several leadership positions on public company boards. As a result of this experience, the board concluded that Ms. Walters should serve as a director of the Company.



				Director Since: 2007 Other Current Public Directorships: PolyOne Corporation Former Directorships Held During the Past Five Years: None



Class I Directors - Term Expires in 2017

Jean S. Blackwell, 60
Position, Principal Occupation and Business Experience: Ms. Blackwell has served as a member of the board of directors of United Stationers Inc., a leading national wholesale distributor of business products, since May 2007, including currently as the chair of the governance committee and as member of the audit committee and previously as the chair of the human resource committee. She previously served as a member of the board of directors from April 2004 to November 2009, and as chairperson of the audit committee, of Phoenix Companies Inc., a life insurance company. Ms. Blackwell served as Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013 and previously had served as Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001 and Vice President and General Counsel from 1997 to 1998 of Cummins Inc. Prior to joining Cummins, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1979 to 1991, where she practiced in the area of financial and real estate transactions. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director. Key Attributes, Experience and Skills: By virtue of Ms. Blackwell’s broad experience, including her experience in previous executive positions at Cummins and her experience serving on boards of other public companies, including as chairperson of the audit committee of Phoenix, Ms. Blackwell brings an in-depth understanding of the internal operations of a public company and financial expertise to the board. Additional factors, including her strong legal background and knowledge in the human resources area, led the board to conclude that Ms. Blackwell should serve as a director of the Company.



				Director Since: 2014 Other Current Public Directorships: United Stationers Inc. Former Directorships Held During the Past Five Years: Phoenix Companies Inc.



Martin G. McGuinn, 72*
Position, Principal Occupation and Business Experience: Mr. McGuinn currently serves as a member of the board of directors (since 2007) and the audit committee as well as the chairman of the organization & compensation committee of The Chubb Corporation. He also serves as a member of the board of directors (since 2009) and as the chairman of the audit committee of iGATE Corporation. Mr. McGuinn serves as a member of the Advisory Board of CapGen Financial Group. From January 1999 until February 2006, Mr. McGuinn was Chairman and Chief Executive Officer of Mellon Financial Corporation, a financial services company, where he spent 25 years in a number of positions. Mr. McGuinn served a one-year term as Chairman of the Financial Services Roundtable from April 2003 to April 2004. He served as the 2005 President of the Federal Reserve Board’s Advisory Council. Key Attributes, Experience and Skills: Mr. McGuinn has more than 25 years of experience in the financial services industry, where he gained substantial management experience and leadership capabilities from his position as the chief executive officer of a large public banking institution. Additionally, his strong financial skills and expertise, including on the topics of capital markets and macroeconomics, and significant experience as a public company director, led the board to conclude that Mr. McGuinn should serve as a director of the Company.



				Director Since: 2006 Other Current Public Directorships: The Chubb Corporation iGATE Corporation Former Directorships Held During the Past Five Years: None



Daniel S. Sanders, 75*
Position, Principal Occupation and Business Experience: Mr. Sanders was President of ExxonMobil Chemical Company and Vice President of Exxon Mobil Corporation, an international oil and gas company, from December 1999 until his retirement in August 2004. Prior to the merger of Exxon and Mobil, Mr. Sanders served as President of Exxon Chemical Company beginning in January 1999 and as its Executive Vice President beginning in 1998. He is the past Chairman of the Board of the American Chemistry Council and past Chairman of the Society of Chemical Industry (American Section). He served as a member of the board of directors of Arch Chemicals, Inc. from 2004 to 2011, which included service on Arch’s governance committee and compensation committee (including as chairman). He also served as a member of the board of directors of Nalco Holding Company from 2005 until its merger with Ecolab Inc. in 2011. Subsequent to the merger, he served as a member of the board of directors of Ecolab Inc. and as a member of the audit committee and chairman of the nominating and governance committee until May 2013. He served as the non-executive Chairman of Milliken & Company until August 2011 and as the non-executive Chairman of Pacolet Milliken Enterprises, a private investment company, until May 2014. Mr. Sanders is the recipient of the 2005 Chemical Industry Medal awarded by the Society of Chemical Industry (American Section). Key Attributes, Experience and Skills: With over 43 years of experience in the chemical industry, Mr. Sanders brings broad management, operational and industry experience to the board. In particular, he gained extensive management and leadership knowledge from his previous executive positions at a leading public energy and chemical company. Additionally, his global experience and knowledge of finance, compensation and governance gained from his career service on other public company boards led the board to conclude that Mr. Sanders should serve as a director of the Company.



				Director Since: 2004 Other Current Public Directorships: None Former Directorships Held During the Past Five Years: Arch Chemicals, Inc. Ecolab Inc. Nalco Holding Company







* Pursuant to our director retirement guideline, Mr. McGuinn and Mr. Sanders will retire on April 23, 2015.



John K. Wulff, 66
Position, Principal Occupation and Business Experience: Mr. Wulff is the former Chairman of the board of directors of Hercules Incorporated, a specialty chemicals company, a position he held from July 2003 until Ashland Inc.’s acquisition of Hercules in November 2008. Prior to that time, he served as a member of the Financial Accounting Standards Board from July 2001 until June 2003. Mr. Wulff was previously Chief Financial Officer of Union Carbide Corporation, a chemical and polymers company, from 1996 to 2001. During his fourteen years at Union Carbide, he also served as Vice President and Principal Accounting Officer from January 1989 to December 1995, and Controller from July 1987 to January 1989. Mr. Wulff was also a partner of KPMG LLP and predecessor firms from 1977 to 1987. He currently serves as a member of the board of directors (since 2004), the chairman of the governance and compensation committee and as a member of the audit committee of Moody’s Corporation. Mr. Wulff is chairman of the audit committee, a member of the environmental, health and safety committee and a member of the board of directors of Chemtura Corporation (since October 2009). Mr. Wulff served as a director of Sunoco, Inc. from March 2004 until October 2012 when Sunoco was acquired by Energy Transfer Partners L.P. Key Attributes, Experience and Skills: By virtue of his 20 years of experience in the chemical industry, including management and financial knowledge as the former chief financial officer of a publicly traded chemical company, Mr. Wulff brings significant knowledge and broad industry experience to the board. He has a strong financial background gained through various auditing, executive and finance positions, and substantial experience in leadership positions as a director of several public companies. This experience and background led the board to conclude that Mr. Wulff should serve as a director of the Company.



				Director Since: 2006 Other Current Public Directorships: Moody’s Corporation Chemtura Corporation Former Directorships Held During the Past Five Years: Sunoco Inc.

Director Compensation in 2014

The Company uses both cash and equity-based compensation to attract and retain qualified directors to serve on our board of directors. In setting the compensation levels, the nominating and corporate governance committee considers the extent of time and the expertise required to serve on our board as well as the board’s independent compensation consultant’s recommendations. Each non-management director is entitled to an annual cash retainer of $100,000, which is paid in quarterly installments, and an annual equity retainer of $120,000 in time-based restricted stock units (“RSUs”) that vest in one year. In addition, the chair of the nominating and corporate governance committee and the environmental, health, safety and public policy committee receive an annual fee of $10,000, and the chair of the audit committee and the compensation and management development committee receive an annual fee of $20,000. The board also has a lead independent director who receives an annual fee of $25,000. See “Corporate Governance – Board Leadership Structure” for additional information.

Non-management directors are entitled to participate in the Company’s 2008 Deferred Compensation Plan, which is an unfunded, nonqualified deferred compensation plan that allows directors the opportunity to defer all or a portion of their cash compensation and RSUs in exchange for a future payment amount equal to their deferments plus or minus certain amounts based on the market performance of specified measurement funds selected by the participant.

2014 Director Compensation Table

The table below is a summary of compensation earned and RSUs granted by the Company to non-management directors for the fiscal year ended December 31, 2014.



Name⁽¹⁾ (a)	Fees Earned or Paid in Cash ($)⁽²⁾ (b)	Stock Awards ($)⁽³⁾ (c)	Option Awards($)⁽⁴⁾ (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($)⁽⁵⁾ (g)	Total ($) (h)
James E. Barlett	100,000	119,942	—	—	—	—	219,942
Jean S. Blackwell	88,611	149,943	—	—	—	—	238,554
Edward G. Galante	100,000	119,942	—	—	1,349	—	221,291
David F. Hoffmeister	135,000	119,942	—	—	—	—	254,942
Jay V. Ihlenfeld	100,000	119,942	—	—	—	—	219,942
Martin G. McGuinn	120,000	119,942	—	—	—	—	239,942
Daniel S. Sanders	110,000	119,942	—	—	33,573	5,596	269,111
Farah M. Walters	120,000	119,942	—	—	37,424	7,387	284,753
John K. Wulff	100,000	119,942	—	—	91,504	15,253	326,699

___________________________________


⁽¹⁾	Ms. Blackwell joined the board in February 2014 and received a prorated annual retainer in 2014. Mr. Rohr is not included in this table because he was an employee of the Company during 2014 and received no compensation for his services 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 2,051 RSUs granted to each non-management director (2,564 RSUs for Ms. Blackwell, which included a prorated amount of RSUs for her time served from February to April 2014) in April 2014 under the Company’s 2009 Global Incentive Plan, most recently approved by stockholders in 2012, 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, 2014. As of December 31, 2014, each non-employee director owned 2,051 RSUs, except Ms. Blackwell, who held 2,564 RSUs.

⁽⁴⁾

The Company has not granted stock options to directors since 2007. As of December 31, 2014, each person serving as a non-management director held the following number of stock options: James E. Barlett, -0-; Jean S. Blackwell, -0-; Edward G. Galante, -0-; David F. Hoffmeister, 25,000, all of which are vested; Jay V. Ihlenfeld, -0-; Martin G. McGuinn, -0-; Daniel S. Sanders, -0-; Farah M. Walters, 25,000, all which are vested; and John K. Wulff, -0-.


⁽⁵⁾	Represents dividend equivalents paid under the 2008 Deferred Compensation Plan.

PROPOSAL 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The Company’s compensation program for our named executive officers is intended to (1) support the execution of our business strategy and long-term financial objectives, (2) attract, incentivize and retain a talented team of executives who will provide leadership for our success in dynamic, competitive markets and products, (3) foster performance in the creation of long-term stockholder value and (4) reward executives for contributions at a level reflecting our performance as well as their individual performance. Our compensation and management development committee has designed our executive compensation program based on principles that reflect these objectives. These principles have contributed to our strong performance and rewarded executives appropriately. See “Executive Compensation–Compensation Discussion and Analysis” for a summary of our 2014 performance, pay decisions and additional compensation information.

We are presenting this “say-on-pay” proposal, which gives you, as a stockholder, the opportunity to endorse or not endorse our executive compensation program through an advisory vote on the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, contained in this Proxy Statement.”

The board of directors recommends that stockholders endorse the compensation program for our named executive officers by voting FOR the above resolution. We believe that executive compensation for 2014 was reasonable and appropriate, and justified by our performance. Our compensation program is the result of a carefully considered approach and takes into account advice received from the compensation and management development committee’s independent compensation consultant.

Advisory Vote

This vote is mandated by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations. As an advisory vote, this proposal is not binding upon the Company. In addition, the non-binding advisory vote described in this proposal will not be construed as overruling any decision by the Company, the board of directors, or the compensation and management development committee relating to the compensation of the named executive officers, or creating or changing any fiduciary duties or other duties on the part of the board of directors, or any committee of the board of directors, or the Company.

In 2011, our stockholders voted to have this advisory vote each year. In 2017, we will have another vote to determine the frequency of this advisory vote.

Vote Required

The voting on this proposal is advisory. Approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION PROGRAM

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has selected KPMG LLP to audit the Company’s consolidated financial statements for the year ended 2015. Since 2005, KPMG LLP has served as our independent registered public accounting firm and also provided other audit-related and non-audit services that were approved by the audit committee.

Representatives of KPMG LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from stockholders.

We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our By-laws or otherwise, the board is submitting the audit committee’s selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the audit committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. If the appointment of KPMG LLP is not ratified, the audit committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

Audit and Related Fees

Aggregate fees billed to the Company by KPMG LLP and its affiliates were as follows:



	Year Ended December 31,
	2014		2013
Audit Fees⁽¹⁾	$	5,109,800	$	5,057,230
Audit-related Fees⁽²⁾	190,287		108,911
Tax Fees⁽³⁾	983,910		833,877
All Other Fees⁽⁴⁾	—		20,750
Total Fees	$	6,283,997	$	6,020,768

________________________________________


⁽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.

Audit Committee Pre-Approval Policy

The audit committee is responsible for appointing, retaining and pre-approving the fees of the Company’s independent registered public accounting firm. The audit committee has adopted a Policy for Pre-Approval of Independent Auditor Services (“Pre-Approval Policy”) pursuant to which proposed services may be pre-approved through the application of detailed policies and procedures (“general pre-approval”) or by specific review of each service (“specific pre-approval”). The audit committee has provided general pre-approval for certain specific types of non-prohibited audit, audit-related and tax services that do not exceed $200,000 per project and $1,000,000 per year in the aggregate and gives detailed guidance to management as to the specific services that are eligible for general pre-approval. The audit committee is to be informed on a timely basis of any services performed by the independent registered public accounting firm pursuant to general pre-approval. Unless a type of service is included in this general pre-approval, it will require specific pre-approval. The annual audit services engagement terms and fees must be

specifically pre-approved by the audit committee. Requests to provide services that require specific pre-approval must be submitted to the audit committee by both the independent registered public accounting firm and the chief financial officer or corporate controller, and must include detailed back-up documentation and a joint statement as to whether the request or application is consistent with the SEC’s rule on auditor independence.

The audit committee may delegate its pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the audit committee at its next scheduled meeting.

All services performed by our independent registered public accounting firm in 2014 were pre-approved by the audit committee or otherwise under the Pre-Approval Policy.

Vote Required

Although ratification is not required in our By-laws or otherwise, approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR 2015

CORPORATE GOVERNANCE

The business and affairs of the Company are overseen by the board of directors. The board believes that good corporate governance is foundational to achieving business success and to fulfill the board’s responsibilities to stockholders. The board believes that its practices align management and stockholder interests.

Strong corporate governance is also an integral part of our core values. Our Company’s corporate governance policies and procedures are available on the Company’s website at www.celanese.com in the investor relations section under corporate governance. The corporate governance portal includes the board committee charters, Business Conduct Policy, Financial Code of Ethics, Communications with the Board Policy and the Company’s Corporate Governance Guidelines (including our Director Independence Standards and Lead Independent Director Policy), the highlights of which are described below.

Composition of the Board of Directors

Our board is divided into three classes, equal in authority, one of which stands for election each year. See “Proposal 1: Election of Directors” for additional information. Our charter provides that the number of members of the board of directors shall be fixed by the board, but shall be no less than seven and no more than fifteen. Our board may fill vacancies and increase or, upon the occurrence of a vacancy, decrease the board’s size between annual stockholders’ meetings. As of the date of this Proxy Statement, we have ten directors. The board has established the size of the board to be ten directors effective February 5, 2015.

Our board of directors is and shall be comprised of a majority of independent directors. See “Corporate Governance — Director Independence” for additional information.

The Company has a director retirement guideline, the full text of which is set forth in our Corporate Governance Guidelines. The guideline provides that a director retires from the board of directors no later than the annual meeting of stockholders following such director’s 72nd birthday; provided, however, the retirement guideline may be waived by a majority of uninterested directors upon the recommendation of the nominating and corporate governance committee.

Board Leadership Structure

Meetings of our board of directors are presided over by the Chairman of the board of directors (the “Chairman”). Our By-laws do not require that the Chairman be independent of the Company and currently Mr. Rohr, our chief executive officer (“CEO”), serves as Chairman. While the board regularly considers the separation of the Chairman and CEO roles, the board currently believes that in order for the Company to succeed in executing its strategy it is important that these two roles be aligned as closely as possible. Having a combined Chairman/CEO allows the CEO to better understand and meet the needs of the board and allows the Chairman to better understand the Company’s day-to-day situation.

The board of directors has created the position of a lead independent director (the “lead independent director”). The selection of a lead independent director is meant to facilitate communication among the directors or between any of them and the Chairman. Accordingly, directors are encouraged to continue to communicate among themselves and directly with the Chairman. Under the Company’s Lead Independent Director Policy, the lead independent director must be an independent director elected by a majority of the non-employee, independent directors for a renewable one-year term generally not exceeding three consecutive years of service. In 2014, the non-employee, independent directors elected Mr. Hoffmeister to serve as lead independent director for a one-year term beginning at the first board meeting after the 2014 Annual Meeting of Stockholders, and continuing until just prior to this Annual Meeting. The Company’s Lead Independent Director Policy provides that the lead independent director will:


•	preside 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 and CEO;


•	approve 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;


•	have the authority to call meetings of the board and such other meetings of the non-employee, independent directors as he/she deems necessary;


•	serve as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;


•	meet regularly with the Chairman and CEO;


•	communicate with stockholders as requested and deemed appropriate by the board;


•	interview director candidates along with the nominating and corporate governance committee;


•	approve and coordinate 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;


•	guide the board’s governance processes concerning the annual board self-evaluation and CEO succession planning; and


•	when requested by the Chairman or the board, assist the board in reviewing and assuring compliance with governance principles.

The board believes that the existence of a lead independent director with this scope of responsibilities supports strong corporate governance principles while deriving the benefit of having the Company’s CEO also serve as Chairman. The board believes that the Company’s current leadership structure of the combined Chairman/CEO leadership role coupled with a lead independent director enhances the Chairman/CEO’s ability to provide insight and direction on important strategic initiatives to both management and independent directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all management and board decisions.

Board Self-Assessment

Each year, the members of the board and each committee conduct a self-assessment. The process for the self-assessment is approved by the board each year based on a recommendation from our nominating and corporate governance committee. Under the process used in 2014 and 2013, the nominating and corporate governance committee develops a thorough list of topics to be considered by the directors, which include board and committee structure, oversight, information, and culture, which are approved by the board. The lead independent director has a teleconference with each independent director, and finally with the Chairman, to discuss the topics and to gather any other feedback a director has as they relate to the full board and each of the committees. The lead independent director elicits comments from the directors concerning improvements for the board, the committees, the lead independent director, the committee chairs and management. The lead independent director then summarizes the input from the conversations and presents it to the independent directors at the February board meeting. Each committee chair also conducts a similar self-assessment with respect to their committee based on a subset of the board discussion topics, comments made to the lead independent director and discussion during executive sessions of committee meetings. Also, the nominating and corporate governance committee evaluates directors who are nominees for re-election to the board as part of the nomination process.

Stock Ownership Guidelines for Directors

The board of directors considers Celanese Common Stock ownership by directors to be of utmost importance, The board believes such ownership enhances the commitment of directors to our future and aligns their interests with those of our other stockholders. The board has therefore established minimum stock ownership guidelines for non-employee directors that require each director to own Common Stock having a value of at least five times his or her base

annual cash retainer of $100,000. Each newly elected director has five years from the year elected to reach the ownership level. As of the record date, February 23, 2015, all of our then current directors had attained the minimum stock ownership levels based on holdings, except for Mr. Ihlenfeld, Mr. Galante and Ms. Blackwell, who joined the board in 2012, 2013 and 2014, respectively, and will not be required to meet the minimum stock ownership guidelines until 2017, 2018 and 2019, respectively.

Director Independence

The listing standards of the NYSE require companies listed on the NYSE to have a majority of “independent” directors. As noted below, all of our directors, other than our Chairman, are independent.

The board of directors has adopted standards of independence for directors that are set forth in Exhibit A to the Company’s Corporate Governance Guidelines. The Company reviews and determines the independence of each of the directors in accordance with these standards. The full text of the Corporate Governance Guidelines is available on the Company’s website at www.celanese.com in the investor relations section under corporate governance. These standards incorporate all of the requirements for director independence contained in the NYSE listing standards. The NYSE listing standards generally provide that a director is independent if the board affirmatively determines that the director has no material relationship with the Company directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. In addition, a director is not independent if (1) the director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company; (2) the director or a member of the director’s immediate family has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company other than for service as a director and committee member, and pension or other forms of deferred compensation for prior service to the Company; (3) (a) the director is a current partner or employee of the Company’s independent registered public accounting firm, (b) the director has an immediate family member who is a current partner of such firm, (c) the director has an immediate family member who is a current employee of the Company’s independent auditor and who personally works on the Company’s audit, or (d) the director or an immediate family member was within the last three years a partner or employee of the Company’s independent registered public accounting firm and personally worked on the Company’s audit within that time; (4) the director or a member of the director’s immediate family is, or has been within the last three years, employed as an executive officer of another company where an executive officer of the Company serves or served on that company’s compensation committee; or (5) the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three years, exceeds the greater of $1,000,000, or 2% of such other Company’s consolidated gross revenues.

Each director discloses and the board considers transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries. The Company in the normal course of business has been a party to transactions with other entities (or their subsidiaries) where certain of our directors are themselves either directors or officers. The board was made aware of these transactions and the amounts involved and none of them were deemed to be material or were considered to impact a director’s independence.

The board, based on the recommendation of the nominating and corporate governance committee, affirmatively determined that nine of our current directors, Messrs. Barlett, Galante, Hoffmeister, Ihlenfeld, McGuinn, Sanders and Wulff, and Ms. Blackwell and Ms. Walters, are independent of the Company and its management under the NYSE listing standards and the Company’s director independence standards. Mr. Rohr, our Chairman and CEO, is the only current director who is not independent.

In addition, in compliance with the NYSE listing standards, we have an audit committee, a compensation and management development committee and a nominating and corporate governance committee that are each entirely composed of independent directors. Each of these committees have written charters addressing the respective committee’s purpose and responsibilities and the annual evaluation of the performance of these committees.

Board Oversight of Risk Management

The board of directors is responsible for overseeing the risk management process for the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the committees of the board and the board as a whole participate in the oversight of the process. Specifically, the board has responsibility for overseeing the strategic planning process and reviewing and monitoring management’s execution of the corporate and business plan and each board committee is responsible for oversight of specific risk areas relevant to their respective committee charter.

The oversight responsibility of the board and the board committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks. The audit committee is responsible for overseeing the enterprise risk process that management implements. In addition, the board recognizes that risk management and oversight comprise a dynamic and continuous process and reviews the enterprise risk model and process periodically.

The strategic plan, critical issues and opportunities are presented to the board each year by the CEO and senior management. Throughout the year, management reviews any critical issues and actual results compared to the plan with the board and relevant board committees. Members of senior management are also available to discuss the Company’s strategy, plans, results and issues with the board committees and the board, and regularly attend such meetings to provide periodic briefings and access. In addition, the audit committee regularly holds separate executive sessions with the lead client service partner of the independent registered public accounting firm, chief financial officer, internal auditor/chief risk officer, chief compliance officer and other members of management as appropriate.

As specific examples of board committee risk oversight activities, the audit committee maintains responsibility for overseeing risks related to the Company’s financial reporting, audit process, internal control over financial reporting and disclosure controls and procedures, as well as the Company’s financial position and financial activities. The compensation and management development committee regularly reviews any potential risks associated with the Company’s compensation policies and practices. See “Risk Assessment of Compensation Practices” for additional information. In addition, the environmental, health, safety and public policy committee regularly reviews the Company’s operational risks, including those risks associated with process and product safety, public policy and reputational risks. Further, the nominating and corporate governance committee conducts an annual assessment of nominees to our board and is charged with developing and recommending to the board corporate governance principles and policies and board committee structure, leadership and membership, including those related to, affecting, or concerning the board’s and its committees’ risk oversight. Each of the board committees is required to make regular reports of its actions and any recommendations to the board, including recommendations to assist the board with its overall risk oversight function.

Recent By-law Amendment

The board, in consultation with our nominating and governance committee, reviews our governance and organizational documents, including our By-laws, on a regular basis and routinely assesses when and whether an update would be appropriate and in the best interests of the Company and its shareholders. These reviews and assessments include staying apprised of legal, governance and business developments, current and emerging best practices and the perspectives of shareholders and other stakeholders and taking into account such factors as the board deems pertinent. With respect to By-law amendments, the board generally acts on the recommendation of our nominating and corporate governance committee following deliberation and consultation with advisors, as necessary, and we make any By-law amendments publicly available through periodic filings with the SEC and postings to our website. In 2014 we amended our By-laws to add a new Article VIII providing that the exclusive forum for certain corporate litigation involving the Company shall be a state court located in Delaware. The board determined that adoption of the exclusive forum By-law is in the best interests of the Company and its stockholders for a number of reasons, including the importance of preventing the unnecessary diversion of corporate resources to address costly, wasteful and duplicative multi-forum litigation, facilitating increased consistency and predictability in litigation outcomes and recent caselaw developments in other jurisdictions upholding the board’s authority to adopt such By-laws and their validity.

Board Meetings in 2014

Each of our directors is expected to devote sufficient time and attention to his or her duties and to attend all board meetings and committee meetings on which he or she serves. The board of directors held six meetings during 2014. All incumbent directors attended at least 75% of the aggregate of (i) meetings of the board and (ii) meetings of the board committees on which they served during the fiscal year ended December 31, 2014. In addition, we have a policy requiring our directors to attend the annual meeting of stockholders. All of our directors who were members of the board in 2014 attended the annual meeting of stockholders in 2014.

Committees of the Board

The board of directors has four standing board committees:

•audit committee;

•compensation and management development committee;

•nominating and corporate governance committee; and

•environmental, health, safety and public policy committee.

The following table sets forth the current composition of our committees:



	Audit Committee	Compensation and Management Development Committee	Environmental, Health, Safety and Public Policy Committee	Nominating and Corporate Governance Committee
James E. Barlett À		l	l
Jean S. Blackwell À	l
Edward G. Galante	l		l
David F. Hoffmeister Àu		l		£
Jay V. Ihlenfeld		l	l
Martin G. McGuinn À	£			l
Mark C. Rohr
Daniel S. Sanders	l		£
Farah M. Walters		£		l
John K. Wulff À	l			l
£ Chairperson l Member À Financial Expert u Lead Independent Director

Audit Committee

The Company’s audit committee is currently comprised of Mr. McGuinn (chairman), Ms. Blackwell, Mr. Galante, Mr. Sanders and Mr. Wulff, each of whom the board has affirmatively determined is independent of the Company and its management under the rules of the NYSE and the SEC. The board has also determined that Mr. McGuinn, Ms. Blackwell and Mr. Wulff are “audit committee financial experts” as the term is defined in Item 407(d)(5) of Regulation S-K. Each member of the audit committee is also “financially literate” as that term is defined by the rules of the NYSE. The audit committee held eight meetings during 2014. The complete text of the audit committee charter, as amended by the board of directors on October 22, 2014, is available on the Company’s website at www.celanese.com in the investor relations section under corporate governance.

The audit committee is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent registered public accounting firm. The independent registered public accounting firm reports directly to the audit committee. The principal purposes of the audit committee are to oversee:


•	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;


•	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.

Compensation and Management Development Committee

The Company’s compensation and management development committee is currently comprised of Ms. Walters (chair), Mr. Barlett, Mr. Hoffmeister and Mr. Ihlenfeld. The board has determined that all members of the compensation and management development committee are independent under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, applicable NYSE listing standards, and qualify as “non-employee directors” for purposes of Section 162(m) of the Internal Revenue Code. The compensation and management development committee held seven meetings during 2014. The complete text of the compensation and management development committee charter, as amended by the board of directors on October 22, 2014, is available on the Company’s website at www.celanese.com in the investor relations section under corporate governance. A description of the compensation and management development committee’s processes and procedures for determining executive compensation and the roles of management and the compensation consultant in determining or recommending the amount or form of compensation is more fully described in “Compensation Discussion and Analysis.” The compensation and management development committee charter provides that the compensation and management development committee may, from time to time, retain legal, accounting or other consultants or experts, including but not limited to compensation consulting firms, that the compensation and management development committee deems necessary in the performance of its duties.

The principal purposes of the compensation and management development committee are to:


•	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.

During 2014, Frederic W. Cook & Co., Inc., as independent outside compensation consultant (“FW Cook”), advised the compensation and management development committee on executive officer compensation matters. The compensation and management development committee has considered the Company’s relationship with FW Cook in light of factors deemed important by the SEC and the NYSE and has determined that there is no conflict of interest with FW Cook. See “Compensation Discussion and Analysis” for additional information.

Nominating and Corporate Governance Committee

The Company’s nominating and corporate governance committee is currently comprised of Mr. Hoffmeister (chairman and lead director), Mr. McGuinn, Ms. Walters and Mr. Wulff. The nominating and corporate governance committee held four meetings during 2014. The complete text of the nominating and corporate governance committee charter, as amended by the board of directors on October 22, 2014, is available on the Company’s website at www.celanese.com in the investor relations section under corporate governance. The nominating and corporate governance committee charter provides that the nominating and corporate governance committee may, from time to time, retain legal, accounting or other consultants or experts, including but not limited to leadership search firms, the nominating and corporate governance committee deems necessary in the performance of its duties, including in its process of identifying director candidates.

The principal purposes of the nominating and corporate governance committee are to:


•	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.

During 2014, FW Cook, as independent outside compensation consultant, advised the nominating and corporate governance committee on non-employee director compensation matters.

Environmental, Health, Safety and Public Policy Committee

The Company’s environmental, health, safety and public policy committee is currently comprised of Mr. Sanders (chairman), Mr. Barlett, Mr. Galante and Mr. Ihlenfeld. The environmental, health, safety and public policy committee assists the board in fulfilling its oversight duties, while Company management retains responsibility for assuring compliance with applicable environmental, health and safety laws and regulations. The environmental, health, safety and public policy committee held four meetings during 2014. The complete text of the environmental, health, safety and public policy committee charter, as amended by the board of directors on October 22, 2014, is available on the Company’s website at www.celanese.com in the investor relations section under corporate governance.

The principal purposes of the environmental, health, safety and public policy committee are to:


•	oversee the Company’s policies and practices concerning environmental, health, safety 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.

Candidates for the Board

The board of directors and the nominating and corporate governance committee consider candidates for board membership suggested by the board or nominating and corporate governance committee members, as well as by management and stockholders.

Nominee Assessment and Diversity

The nominating and corporate governance committee’s assessment of a proposed director candidate will include a review of the person’s judgment, experience, independence, understanding of the Company’s business or other related industries, and such other factors as the nominating and corporate governance committee considers important and expects to contribute to an effective board, including the following qualities:


•	leadership experience in business or administrative activities;


•	specialized expertise in the chemical industry;


•	breadth of knowledge about issues affecting the Company;


•	ability to contribute special competencies to board activities;


•	personal integrity;


•	loyalty to the Company and concern for its success and welfare and willingness to apply sound independent business judgment;


•	awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;


•	time available for meetings and consultation on Company matters;


•	willingness to assume fiduciary responsibilities;


•	be intelligent, thoughtful and analytical;


•	possess knowledge about compensation and human resources practices;


•	be free of actual or potential conflicts of interest;


•	have experience serving on boards of public companies; and


•	be familiar with regulatory and governance matters.

Although the Company does not have a formal policy on board diversity, when considering board candidates, the nominating and corporate governance committee strives to achieve a balance of knowledge, experience and perspective such that the Company’s board reflects a diversity of backgrounds and experiences.

Nominee Recommendations

The nominating and corporate governance committee will consider recommendations for director nominees made by stockholders. Stockholder recommendations should be sent to:

Celanese Corporation

Board of Directors

222 W. Las Colinas Blvd., Suite 900N

Irving, Texas 75039

Attn: Corporate Secretary

Generally, recommended candidates are considered at the first or second board meeting held prior to the annual meeting of stockholders. No candidates were recommended by stockholders during 2014.

The nominating and corporate governance committee considers individuals recommended by stockholders in the same manner and to the same extent as it considers director nominees identified by other means. The chairman of the nominating and corporate governance committee will make exploratory contacts with those nominees whose skills, experiences, qualifications and personal attributes satisfy those that the nominating and corporate governance committee has identified as essential for a nominee to possess, as described above. Then, an opportunity will be arranged for the members of the nominating and corporate governance committee or as many members as can do so to meet the potential nominee. The nominating and corporate governance committee will then select a nominee to recommend to the board of directors for consideration and appointment. Board members appointed in this manner will serve, absent unusual circumstances, until their election by our stockholders at the next annual meeting of stockholders.

Communications with the Board

The board of directors has adopted the following procedure in accordance with the requirements of the NYSE and the SEC for stockholders or other interested parties to communicate with the board and its members. Stockholders and other parties interested in communicating directly with the non-management directors as a group, an individual director or the board may do so by sending their communications to:

Celanese Corporation

Board of Directors

222 W. Las Colinas Blvd., Suite 900N

Irving, Texas 75039

Attn: Corporate Secretary

All communications received by the Corporate Secretary will be delivered to one or more members of the board as appropriate, as determined by the Corporate Secretary. Notwithstanding the foregoing, the Corporate Secretary will maintain for the benefit of the board for a period of two years following the receipt of any communication, a record of all communications received in compliance with this policy.

Members of the board may review this record of communications upon their request to the Corporate Secretary. In addition, the receipt of any accounting, internal controls or audit-related complaints or concerns will be directed to the chairman of the audit committee.

BOARD COMMITTEE REPORTS

Audit Committee Report

The audit committee is composed of five independent directors, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to the external reporting process and the Company’s internal controls. The audit committee serves as the primary communication link between the board, the independent public accounting firm, and our internal auditors.

Company management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and the internal control over financial reporting. The independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal control over financial reporting.

The audit committee reviewed and discussed with the Company’s management and KPMG LLP the audited financial statements for the Company for the year ended December 31, 2014. The audit committee also met with KPMG LLP and the internal auditors, with and without management present, to discuss the results of the auditors’ examinations, their evaluation of our internal control, and the overall quality of our financial reporting. The audit committee also discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the audit committee discussed with KPMG LLP its independence from the Company and management and received from KPMG LLP the written disclosures required by PCAOB Rules regarding the independent registered public accounting firm’s communications with the audit committee concerning independence.

The audit committee discussed with KPMG LLP and the internal auditors the overall scope and plans for their respective audits. The audit committee reviewed and discussed the fees billed to the Company by KPMG LLP for audit, audit-related, tax and other services provided during fiscal 2014, which are set forth under “Proposal 3: Ratification of Independent Registered Public Accounting Firm”, and determined that the provision of non-audit services is compatible with KPMG LLP’s independence. Based on the audit committee’s reviews and discussions described above, the audit committee recommended to the board of directors that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC.

The audit committee evaluates the performance of the independent registered public accounting firm each year and determines whether to re-engage the current firm or consider other audit firms. In doing so, the audit committee considers the quality and efficiency of the services provided by the registered public accounting firm, along with their capabilities, technical expertise, and knowledge of our operations and industry. Based on these evaluations, the audit committee decided to engage KPMG LLP as our independent registered public accounting firm for fiscal 2015. Although the audit committee has the sole authority to appoint the independent registered public accounting firm, the audit committee has continued its long-standing practice of recommending that the board ask our stockholders to ratify the appointment of the registered public accounting firm at our annual meeting of stockholders. This report was submitted by the current members of the audit committee,



Dated: February 4, 2015	Martin G. McGuinn, Chairman
	Jean S. Blackwell
	Edward G. Galante
	Daniel S. Sanders
	John K. Wulff

The audit committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the audit committee report by reference therein.

Compensation and Management Development Committee Report

The compensation and management development committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management and the compensation and management development committee’s independent compensation consultant and, based on its review and discussions, the compensation and management development committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and this Proxy Statement. This report was submitted by the compensation and management development committee,

Farah M. Walters, Chair

James E. Barlett

David F. Hoffmeister

Jay V. Ihlenfeld

Dated: February 4, 2015

The compensation and management development committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the compensation and management development committee report by reference therein.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis (“CD&A”) describes the key features of our executive compensation program and the compensation and management development committee’s approach in deciding fiscal 2014 compensation for our named executive officers listed below (collectively, our “named executive officers”):



Named Executive Officer		Title (as of last day of fiscal 2014)
Mark C. Rohr		Chairman and Chief Executive Officer
Steven M. Sterin		Former Senior Vice President and Chief Financial Officer
Jay C. Townsend		Senior Vice President, Business Strategy Development, Procurement and Advanced Fuels Technology
Gjon N. Nivica, Jr.		Senior Vice President & General Counsel
Lori A. Johnston		Senior Vice President, Human Resources
Christopher W. Jensen		Senior Vice President, Finance and Interim Chief Financial Officer

We divide this discussion into four parts:



•	Overview of Our 2014 Executive Compensation Program
•	Oversight of the Executive Compensation Process
•	Compensation Philosophy and Elements of Pay
•	Additional Information Regarding Executive Compensation

Overview of Our 2014 Executive Compensation Program

Our compensation program for named executive officers is intended to (1) support the execution of our business strategy and long-term financial objectives, (2) attract, incentivize and retain a talented team of executives who will provide leadership for our success in dynamic, competitive markets and products, (3) foster performance in the creation of long-term stockholder value and (4) reward executives for contributions at a level reflecting our performance as well as their individual performance. Our compensation and management development committee has designed our executive compensation program based on principles that reflect these objectives. These principles have contributed to our strong performance and rewarded executives appropriately.

We closely monitor our performance in relation to the performance of those companies included in our peer group, as described below in this CD&A. Although we generally aim for our compensation to be competitive with our executive benchmarking peer group, whether our incentive programs pay out at, above or below the targeted amount depends on internal performance metrics and overall Company performance. This compensation structure is consistent with our philosophy of performance-based pay that also enables us to attract and retain the top talent in the industry.

In 2012, our chief executive officer (“CEO”) and the management team developed a three-year strategic plan to enhance the overall growth of the Company. This strategic plan builds upon the Company’s achievements like our global expansion which has resulted in one of the most geographically diverse business models in our industry, our development of new technologies that address some of the most significant global issues that society will face over the next several years, and our commitment to social responsibility, safety and environmental stewardship. Our long-term objectives are to deliver annualized earnings growth at the same levels as top tier chemical companies. We believe achieving these objectives will significantly increase stockholder value.

Our ability to develop innovative technology is a critical element to achieve our strategic plan and create value for our stockholders. We utilize technology and create stockholder value in two different ways. One is through technology-enabled chemistries and the other is through customer-oriented solutions. In technology-enabled chemistries, we create value through our unique or advantaged technology positions that provide us with process advantages. Our competency in this area allows us to differentiate ourselves in end-use applications that are not differentiated. In customer-oriented solutions, we create value through our unique ability to combine process chemistry, application engineering and customer-focused opportunities. Our expertise in this area enables us to deliver differentiated solutions tailored to customer needs. We believe we are well positioned to create long-term stockholder value in each area.

2014 Performance

We believe the performance goals that drive our compensation program for the named executive officers were instrumental in helping us achieve strong financial performance in 2014 despite weakness in Europe and slower growth in Asia.


•	Our net sales were $6.8 billion in 2014, up 4.5% from 2013, the second highest level since 2008.⁽¹⁾


•	We generated Adjusted EBIT⁽²⁾ of 1.3 billion in 2014, up 20% from 2013, the highest level since 2008.⁽¹⁾


•	Adjusted earnings per share⁽³⁾ was $5.67, an increase of 26% over 2013 and the highest level since 2008.⁽¹⁾


•	Diluted net earnings per share was $4.04 in 2014, down 41.5%, largely due to the recognition in 2013 of deferred proceeds generated by the 2006 settlement agreement with the Frankfurt, Germany Airport (“Fraport”) to sell, and our decision to move, our German polyacetal facility, settlement or curtailment of pension and other postretirement benefit plan obligations.


•	Cumulative total stockholder return over the prior one-, three- and five-year periods was 10%, 40% and 95%, respectively.


•	We generated adjusted free cash flow⁽⁴⁾ of $553 million in 2014, up 49% from 2013.


•	We increased our quarterly cash dividend 39% in 2014, paying $144 million in dividends. We have paid cash dividends for 39 consecutive quarters and the average annual rate of increase in the dividend has been at least 20% since 2009.


•	During 2014, we also repurchased $250 million of our Common Stock under our previously announced stock repurchase program. We have repurchased $1.32 billion of our shares of Common Stock from December 31, 2006 until December 31, 2014.

_______________________________________


⁽¹⁾	We reference back to 2008 with respect to various performance measures since that is the earliest date for which we adjusted financial information for our 2013 change in accounting for pension and other post-retirement obligations.

⁽²⁾

Adjusted EBIT is a non-GAAP financial measure (“Adjusted EBIT”) that we define as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and amounts attributable to noncontrolling interests (“NCI”). See Exhibit A to this Proxy Statement for additional information concerning this measure and a reconciliation of this measure to net earnings, the most comparable U.S. GAAP financial measure.

⁽³⁾

Adjusted earnings per share is a non-GAAP financial measure that we define as earnings (loss) from continuing operations, adjusted for income tax (provision) benefit, certain items, refinancing and related expenses and NCI, divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated using the treasury method. See Exhibit A to this Proxy Statement for additional information concerning these measures and a reconciliation of these measures to the most comparable U.S. GAAP financial measure.

⁽⁴⁾

Adjusted free cash flow is a non-GAAP financial measure that we define as cash flow from operations less other productive asset purchases, operating cash flow from discontinued operations and certain cash flow adjustments, including amounts attributable to NCI and capital contributions from outside stockholders of the Company’s consolidated joint ventures. See Exhibit A to this Proxy Statement for information concerning this measure and a reconciliation of this measure to the most comparable U.S. GAAP financial measure.

2014 Pay Decisions

In February 2014, we awarded performance-based restricted stock units (“PRSUs”) to each of our named executive officers under our 2014 long-term incentive plan (“2014 LTIP”). These PRSUs become earned based primarily on our achievement of Adjusted EBIT growth goals for 2014 and 2015, and require continued service with the Company through 2017.

In light of industry compensation market movement and strong individual performance, a majority of our named executive officers received base pay increases effective March 2014, ranging from 5% to 10%.

Under our annual performance bonus plan, for 2014, our Adjusted EBIT exceeded superior performance, working capital exceeded target level was only slightly less than superior performance, and our stewardship performance exceeded target levels, with environmental and process safety measures exceeding superior performance. Based on such performance, the compensation and management development committee approved a superior payout under our 2014 annual performance bonus plan and established individual performance modifiers for the named executive officers

Also in 2014, the performance of the PRSUs granted in 2013 was determined to be greater than target, based on 2013-2014 Adjusted EBIT, which will pay out 50% in each of 2015 and 2016. However, the PRSUs that were granted in 2011, and scheduled to vest and pay out in 2014 based on 2012-2013 Operating EBITDA, did not pay out. These awards are described more fully below in this CD&A. There was no annual equity grant in 2012.

Highlights of Pay Program and Compensation Governance

The compensation and management development committee and management periodically review the compensation and benefit programs for executives and other employees to align them with our philosophy and objectives. Accordingly, the Company has adopted a number of practices over the last several years that affect our executive compensation program:

What We Do

ü Conduct an annual “say-on-pay” advisory vote for stockholders

ü Pay for performance, including using performance units for the annual equity grant that align interests with stockholders

ü Provide more than a majority of compensation in performance-based compensation

ü Use appropriate peer groups when establishing compensation

ü Balance short- and long-term incentives, aligning long-term incentives with stockholder returns

ü Include caps on individual payouts in incentive plans

ü Include a clawback policy in our long-term incentive plans

ü Set significant stock ownership guidelines for named executive officers and directors

ü Use change in control double-trigger vesting for long-term equity awards

ü Condition grants of long-term incentive awards on execution of a non-solicitation / noncompetition agreement

ü Mitigate undue risk taking in compensation programs

ü Retain an independent external compensation consultant

ü Constitute compensation committee composed entirely of outside, independent directors

What We Don’t Do

X No hedging in, pledging of or short-selling of our Common Stock; no purchases of our Common Stock on margin

X No change in control excise tax gross-up agreements after 2009

X No tax “gross-ups” for perquisites, except relocation benefits (for all employees)

X No excessive perquisites

X No employment agreements

X No stock option repricing, reloads or exchange without stockholder approval

X No dividend equivalents on unvested equity awards

In addition to maintaining good corporate governance, we have designed our annual performance bonus plan and long-term incentive plans to be aligned with best practices that mitigate against excessive risk. See “Risk Assessment of Compensation Practices”.

Response to Advisory Vote and Stockholder Feedback

The compensation and management development committee, which is responsible for designing and administering our executive compensation program, values the feedback received from stockholders in their vote on our say-on-pay proposal, and will consider the outcome of the vote when making future compensation decisions for executive officers.

In 2014, stockholders continued their strong support of our executive compensation programs with 99% of the votes cast for approval of the “say-on-pay” proposal at the 2014 Annual Meeting of Stockholders. Nevertheless, consistent with its strong interest in stockholder engagement, communication and transparency, the compensation and management development committee has continued to examine our executive compensation program to assure alignment between the interests of our senior executives and stockholders.

Beyond consideration of the annual “say-on-pay” vote, the Company regularly engages with stockholders to better understand their perspectives. During 2014, we held multiple discussions with most of our largest stockholders on topics such as corporate strategy, cash deployment, executive compensation and other governance matters. These discussions provided valuable insights into our stockholders’ views on executive compensation programs and corporate governance practices.

Oversight of the Executive Compensation Process

The compensation and management development committee is responsible for establishing compensation policies and programs that are consistent with our business strategy and aligned with our stockholders’ interests. Specifically, the compensation and management development committee is responsible for:


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


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


•	reviewing and approving both target and actual pay levels of the CEO and our other named executive officers; and


•	reviewing and approving incentive and equity-based compensation plans, including our annual incentive bonus and our long-term incentive plans, and all grants of awards under such plans to our executive officers.

Our compensation and management development committee is comprised entirely of independent directors (as defined under NYSE listing standards).

Role of the Compensation Consultant in Making Decisions

The compensation and management development committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent outside compensation consultant to advise it in connection with executive compensation matters. Representatives of FW Cook regularly attend compensation and management development committee meetings as requested by its chair, and report directly and exclusively to the compensation and management development committee on matters relating to compensation for the named executive officers. During 2014, the compensation and management development committee requested that FW Cook:


•	analyze and benchmark incentive targets;


•	review and provide guidance on compensation plan design;


•	review the composition of our compensation peer group and recommend modifications;


•	conduct an analysis of our compensation of the CEO and the other named executive officers, and assess how target and actual compensation aligned with our philosophy and objectives; and


•	provide market data, historical compensation information, internal equity comparisons, share usage and dilution, competitive practice information and recommendations regarding compensation trends and compensation strategy.

In 2014, the nominating and corporate governance committee also requested that FW Cook analyze and benchmark non-employee director compensation.

During 2014, FW Cook provided to the Company only services approved by the compensation and management development committee (and the nominating and corporate governance committee with respect to non-employee director compensation). The compensation and management development committee has considered our relationship with FW Cook in light of factors deemed important by the SEC and the NYSE and has determined that there is no conflict of interest with FW Cook.

Role of Management in Making Decisions

The compensation and management development committee regularly meets with the CEO and the senior vice president, human resources to receive reports and recommendations regarding the compensation of our named executive officers other than the CEO. In particular, the CEO submits recommendations, as appropriate, to the compensation and management development committee on the base salary, target annual performance bonus award levels, and target levels of long-term incentive plan compensation to be offered to each named executive officer (other than himself). Recommendations are developed in consultation with the senior vice president, human resources (other than for herself) and the compensation and management development committee’s independent compensation consultant and are accompanied by peer company and general market data prepared by such consultant. In addition, the CEO makes recommendations to the compensation and management development committee on the individual performance modifiers used to determine each named executive officer’s actual payout under the annual performance bonus award, as further described below in “Performance Assessment and Individual Compensation Decisions”. Although the compensation and management development committee considers the CEO’s recommendations, the final decisions regarding base salary, annual performance bonus plan and long-term incentive plan opportunities and individual performance modifiers are made by the compensation and management development committee after discussion with the board. The CEO does not make any recommendations to the compensation and management development committee regarding his own compensation.

Compensation Philosophy and Elements of Pay

Compensation Philosophy. Our focus as a company is to deliver continued earnings growth and superior value creation for our stockholders. To that end, we have adopted a pay-for-performance compensation program that is designed to reward executives for superior company and individual performance through awards of annual and long-term incentives. At the same time, these programs are intended to be sufficiently competitive with our compensation peer companies so as to also attract and retain highly qualified personnel. We believe that our current compensation program is both attractive to our executives and aligned with the best interests of our stockholders.

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


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


•	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 – incentives should encourage long-term increases in stockholder value; and


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

Elements of Compensation. The table below summarizes the current elements of our compensation program and how each element supports the Company’s compensation objectives:

Compensation

Element

Description

Competitive

Performance-

Based

Stockholder

Alignment

Talent

Focus

Base Salary

•

Fixed level of compensation

•

Determined within a competitive range established through independent analysis

Annual
Performance Bonus Award

•

Performance-based cash incentive opportunity

•

2014 plan measures were Adjusted EBIT, working capital and stewardship metrics (injuries, process safety and environment)

Long-Term Incentive Awards

Performance-
based Restricted Stock Units

•

Performance-based equity incentive

•

Long-term performance plan

•

2014 plan measures were Adjusted EBIT over a two-year performance period (2014 and 2015), with an additional one-year vesting period after performance is determined

Stock Options⁽¹⁾

•

Variable pay based on increases in our stock price over time

Time-based
Restricted Stock
Units⁽¹⁾

•

Awards vest over minimum three-year term

Restricted Stock Awards⁽¹⁾

•

Awards vest over minimum three-year term

Retirement Plans

•

Celanese Americas Retirement Savings Plan

•

Celanese Americas Supplemental Retirement Savings Plan

•

Celanese Americas Retirement Pension Plan⁽²⁾

•

Celanese Americas Supplemental Retirement Pension Plan⁽²⁾

Severance Arrangements

•

Executive Severance Benefits Plan

•

Change in Control Agreement

_______________________________________


⁽¹⁾	Available for grant to new hires and in special circumstances. None were granted to any named executive officer in 2014.


⁽²⁾	Plan frozen as of December 31, 2013 except for interest accruals. See “2014 Pension Benefits Table”.

Setting Total Compensation

Our compensation-setting process consists of establishing overall target total compensation for each named executive officer and then allocating that compensation among base salary, annual performance bonus awards, and long-term incentive awards. While no specific formula is used to determine the allocation between cash and equity-based compensation, when allocating these compensation elements, we utilize a compensation mix more heavily weighted towards variable and long-term incentive compensation. The compensation and management development committee believes that the CEO’s compensation should be the most heavily weighted towards variable and long-term incentive awards to align his compensation with stockholder interests. Accordingly, 100% of his 2014 annual long-term incentive award (which accounted for 70% of his total targeted compensation) was allocated to PRSUs.

To establish the appropriate target level of compensation for the CEO and each named executive officer, each compensation element is reviewed by the compensation and management development committee against market data for our compensation peer group provided by the compensation and management development committee’s independent compensation consultant. The compensation and management development committee’s philosophy is to target each executive officer’s compensation to be generally at the median of, but also competitive with, members of our peer group for total annual cash compensation (base salary plus annual performance bonus award) and total annual compensation (total annual cash compensation plus long-term incentive awards). Since a majority of the total compensation of our executive officers is performance-based and, therefore, “at risk”, actual compensation is determined by Company performance and individual performance against pre-established objectives. To the extent that we exceed our annual performance targets and an executive officer significantly exceeds individual performance objectives, our compensation program is designed to reward such executive officer by paying total compensation greater than the median level of the peer group. To the extent that we do not achieve our annual performance targets or an executive officer’s individual performance does not meet expectations, our compensation program is designed to reduce the amount of total compensation received by such executive officer.

Setting compensation targets based on comparative market data is intended to ensure that our compensation practices are competitive in terms of attracting, rewarding and retaining executives. In addition, because each executive officer’s target compensation is set by reference to persons with similar duties at companies in our peer group, the compensation and management development committee does not establish any fixed relationship between the compensation of the CEO and that of any other executive officer. Internal pay equity among the other executive officers is also considered when setting compensation targets. The level of responsibility, scope of role and impact to the organization are all taken into consideration.

Our Compensation Peer Group

As noted above, the compensation and management development committee’s independent compensation consultant provided an analysis of compensation data and practices from a select group of peer companies in the chemical industry. The compensation and management development committee, with the assistance of the independent compensation consultant, identified the companies to be included in our peer group based primarily on industry, market capitalization and annual revenue. In some cases, the compensation and management development committee also considered other criteria such as the number of employees at a potential member of the peer group, the complexity of a potential member of the peer group, and whether the role and responsibilities of a potential member of the peer group’s named executive officers were comparable to those of our named executive officers. The compensation and management development committee reviewed our peer group in 2014 and determined that the peer group would remain unchanged. The 2014 compensation peer group was as follows:



Air Products & Chemicals, Inc.	Huntsman Corp.
Albemarle Inc.	Monsanto Company
Ashland Inc.	PPG Industries Inc.
Cytec Industries Inc.	Praxair Inc.
Eastman Chemical Co.	Rockwood Holdings Inc.
Ecolab Inc.	RPM International Inc.
FMC Corp.	Valspar Corporation

Although the compensation and management development committee strives to set executive compensation at levels that are competitive with the companies in the peer group, it does not rigidly adhere to a particular target in determining executive compensation. Any executive officer’s total compensation may vary from the targets due to various other factors, including exceptionally strong or weak Company performance over the prior year and particularly strong or weak individual performance over the prior year. The compensation and management development committee also takes into account additional individual factors when establishing total executive compensation levels, including an executive’s position within the Company, level of experience, tenure and need for retention.

Base Salary

Our CEO and the other executive officers are considered “at-will” employees. As such, the compensation and management development committee annually reviews and approves the base salaries for the CEO and each of the other executive officers. In making a determination of the appropriate level of an executive officer’s base salary, the compensation and management development committee 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 and individual performance, (iii) how the executive’s base salary compares to that of the Company’s other executives, and (iv) how the executive’s base salary compares to the base salary of similarly-situated executives at companies in our peer group. As a result of the factors mentioned above, base salaries may actually be set higher or lower than the median level of similarly-situated executives at companies in our peer group, when appropriate.

Annual Performance Bonus Awards

Plan Summary. A target annual performance bonus award, expressed as a percentage of annual base salary, is set for each named executive officer based on the market data for his or her position and his or her level within the organization. Target bonus percentages for each named executive officer are shown in the chart below. For 2014, the actual annual performance bonus award that an executive officer could receive ranged from 0% – 300% of his or her target annual performance bonus award based on our achievement of certain business, financial and stewardship performance targets and the achievement by the executive officer of personal objectives established for him or her at the beginning of the year. An individual performance modifier for each executive officer (other than the CEO) is recommended to the compensation and management development committee by our CEO after the end of the fiscal year, based on his assessment of the satisfactory completion of the various individual objectives. The formula for determining the actual payout for each executive officer is as follows:

Target Bonus

times

Business

Results

times

Individual

Results

equals

Annual Bonus

Eligible

Earnings

Target

Bonus

Business

Performance

Modifier

(0 - 200%)

Individual

Performance

Modifier

(0 - 150%)

Annual

Performance Bonus

Award (0 - 300%)

Eligible earnings is defined as base pay that is earned for the year. This amount is reflective of any pay adjustments that might have been made throughout the year. The annual performance bonus plan award is paid in March of the year following the performance period.

Company Goals and Objectives. The annual performance bonus awards for 2014 were based on our achievement of incremental levels of Adjusted EBIT, a working capital component (Accounts Receivable, Inventory and Accounts Payable), and stewardship goals relating to individual and process safety and the environment. Within each of these performance metric areas, there are three incremental performance levels, which are referred to internally as threshold, target and superior. The target level for all metrics is set at amounts that generally reflect our internal, confidential business plan at the time the awards are established. These goals generally require a high level of performance over the one-year performance period to be achieved. Threshold and superior levels are set as a percentage of target and designed to keep executives motivated throughout the year (threshold) as well as reward exceptional performance (superior).

For 2014, the target annual performance bonus awards and the measurement level for each of the named executive officers were as follows:



Named Executive Officer	Target Annual Performance Bonus (% of Base Salary)	2014 Performance Metrics and Relative Weight	Mix of Business Unit and Total Company Metrics
Mark C. Rohr	135%	65% Adjusted EBIT 20% Working Capital 15% Stewardship	100% Total Company
Steven M. Sterin	80%
Jay C. Townsend	80%
Gjon N. Nivica, Jr.	70%
Lori A. Johnston	70%
Christopher W. Jensen	50%

2014 Performance. The threshold, target and superior performance levels, as well as the actual performance levels and corresponding payout percentages, for the performance measures used in the 2014 annual performance bonus, were as follows:



Metric	Weighting	Threshold	Target	Superior	Actual	Payout %
Adjusted EBIT⁽¹⁾	65%	0.0%	6.0%	12.0%	20.0%	200%
Working Capital⁽²⁾	20%	18.0%	17.0%	16.0%	14.8%	189%
Stewardship:
Occupational Safety⁽³⁾	5%	0.0%	25.0%	45.0%	30%	125%
Process Safety⁽⁴⁾	5%	0.0%	35.0%	50.0%	60%	200%
Environment⁽⁵⁾	5%	0.0%	15.0%	25.0%	42%	200%
Aggregate business performance modifier						194%

________________________________________


⁽¹⁾	For purposes of calculating annual performance bonus awards, Adjusted EBIT is defined as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for certain items and amounts attributable to noncontrolling interests, expressed as a percentage of improvement from the prior year. See Exhibit A.

⁽²⁾

For purposes of calculating annual performance bonus awards, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable (exclusive of amounts payable in regard to the construction of our Clear Lake methanol plant) divided by (d) net sales, computed monthly and compared with monthly targets. The table reflects the full year average of the monthly results compared to the targets.


⁽³⁾	For purposes of calculating annual performance bonus awards for occupational safety, the number of Company injuries is expressed as a percentage of improvement from the prior two-year average.


⁽⁴⁾	For purposes of calculating annual performance bonus awards, process safety includes major plus serious loss of primary containment (defined as a release of greater than 10% of process safety quantity), expressed as a percentage of improvement from the prior two-year average.


⁽⁵⁾	For purposes of calculating annual performance bonus awards, environment includes major plus serious environmental release (defined as a release that is greater than 20% of the reportable quantity), expressed as a percentage of improvement from the prior two-year average.

The financial metrics and the performance levels were approved by the compensation and management development committee.

Performance Assessment. The compensation and management development committee believes that individual performance goals are appropriate instruments for measuring individual contributions to strategic corporate initiatives and therefore the individual performance modifier is a key component to the annual performance bonus decision.

At the beginning of each fiscal year, the CEO and the compensation and management development committee jointly set the annual, individual performance objectives for the CEO. Performance against goals is reviewed throughout the year on a periodic basis. Individual performance objectives for the CEO during 2014 included the following:

•Achieve Adjusted EBIT and working capital targets;

•Achieve improvement in stewardship performance (safety and environment);

•Leverage technology and innovation; and

•Capitalize on strategic opportunities.

At the end of the fiscal year, the CEO submits to the compensation and management development committee a performance self-assessment. The performance assessment is based on factors such as achievement of company and individual objectives and contributions to our financial performance. Individual performance of the CEO is used by the compensation and management development committee in consideration of merit increases in base salary and the individual performance modifier on the annual performance bonus plan.

At the beginning of each fiscal year, each named executive officer (excluding the CEO) jointly sets their annual, individual performance objectives with the CEO, subject to review and approval by the compensation and management development committee. Individual performance objectives for the other named executive officers in 2014 included the achievement of Adjusted EBIT, working capital and stewardship objectives compared to target goals. They also included specific objectives related to execution against critical corporate initiatives and our strategic plan, cost reduction, human resource development and leadership alignment. At the end of the fiscal year, the CEO conducts a final review with each of his direct reports, including each named executive officer, and rates their performance. The CEO then submits to the compensation and management development committee a performance assessment and compensation recommendation for each of the named executive officers. The performance evaluations are based on factors such as achievement of company and individual objectives and contributions to our financial performance. Individual performance of the named executive officers is used by the CEO and the compensation and management development committee in consideration of merit increases in base salary and the individual performance modifier on the annual performance bonus plan.

The compensation and management development committee reviews and evaluates the CEO’s self-assessment of performance against objectives and, with input from the full board and the independent compensation consultant, determines in executive session base salary adjustments and the individual performance modifier assigned to the CEO. The compensation and management development committee reviews and approves the base salary adjustments and the individual performance modifiers for the other named executive officers, based in part on recommendations by the CEO. The compensation and management development committee’s assessment of each named executive officer’s performance relative to Company and personal objectives was communicated to the executive.

For 2014, based on its assessment of these criteria, the compensation and management development committee set the CEO’s and the other named executive officers’ individual performance modifiers. The final annual performance bonus amounts for 2014 are shown in the “2014 Summary Compensation Table” below under the “Non-Equity Incentive Compensation” column.

Long-Term Incentive Compensation

In furtherance of our long-term compensation strategy, we offer a compensation mix that provides appropriate incentives to meet our objectives of providing competitive pay packages for talented executives, delivering compensation that is performance-based, aligning management’s interests with those of stockholders. As described above in the “Elements of Compensation” table, long-term incentives in the form of equity awards support our compensation objectives and are consistent with our overall strategy to attract, motivate, reward and retain top performers. Since 2009, the compensation and management development committee has annually granted (except in 2012) overlapping long-term incentive awards to our executive officers to provide them with personal financial motivation to help us reach our longer-term goals. In addition to providing the officer with a long-term stake in our success, we believe these awards serve as a significant retention tool to dissuade them from leaving the Company. The Company makes these awards under our 2009 Global Incentive Plan (the “2009 GIP”), which our stockholders most recently approved in 2012.

Performance-Based Awards That Were Scheduled to Pay Out in 2014. One of our prior PRSUs was scheduled to vest and pay out during 2014, the 2011 long-term incentive plan (the “2011 LTIP”), as described in prior Proxy Statements. The 2011 LTIP paid out at zero percent of the target amount, based on the achievement of levels of Operating EBITDA during 2012 and 2013 and total stockholder return (“TSR”), as compared to companies in the Dow Jones US Chemicals Index during the period from October 1, 2011 through October 31, 2014. Performance compared to targets is shown below:



		Operating EBITDA⁽¹⁾
Year	Weighting %	Target⁽²⁾	Actual⁽²⁾	Payout %	TSR Modifier⁽³⁾
2012	40%	$1,268	$1,262	0%	N/A
2013	40%	$1,419	$1,358	0%
2012 + 2013	20%	$2,687	$2,620	0%
					Total Payout $-0-

________________________________________


⁽¹⁾	See Exhibit A for definition and additional information.


⁽²⁾	Dollars in millions.


⁽³⁾	The TSR modifier was calculable based on the percentile performance against the TSR peer group and a formula under which 50th percentile TSR produced a target (100%) payout. The Company did not compute the TSR modifier for the award since there was no Operating EBITDA payout.

Performance-Based Awards Earned for Performance in 2013-2014. One of our outstanding PRSUs was based on performance in 2013 and 2014, the 2013 long-term incentive plan (the “2013 LTIP”), as described in prior Proxy Statements. The 2013 LTIP will pay out at 200% of the target amount, based on the achievement of a combined level of Adjusted EBIT for 2013 and 2014. The award as adjusted for performance is subject to an additional service-based vesting requirement under which 50% of the award vested in February 2015 and the other 50% will vest in January 2016. Performance compared to targets is shown below:



	Adjusted EBIT ⁽¹⁾
Year	Threshold ⁽²⁾⁽³⁾	Target ⁽²⁾	Superior ⁽²⁾	Actual ⁽²⁾	Payout %
2013 + 2014	$1,924	$2,017	$2,115 or more	$2,324	200.0	%

________________________________________


⁽¹⁾	See Exhibit A for definition and additional information.


⁽²⁾	Dollars in millions. Includes adjustment for mark-to-market pension accounting.


⁽³⁾	If the threshold growth target was not met, participants would have been entitled to receive as the performance payout 34% of the target number of PRSUs provided that the Company’s Operating EBITDA for the performance period was greater than 5% of net sales for the performance period.

Awards Granted in 2014. For 2014, the compensation and management development committee approved a long-term incentive plan (the “2014 LTIP”) under the 2009 GIP pursuant to which awards of PRSUs were made to our executive officers. The awards were weighted towards performance with 100% of the named executive officers’ equity awarded as PRSUs. The compensation and management development committee believes that this allocation provides an appropriate balance of risk/reward and retention of each executive officer. The design of the 2014 LTIP is similar to the design of the 2013 LTIP. PRSUs granted on February 6, 2014 facilitate stock ownership and will vest 50% on each of February 1, 2016 and January 1, 2017, based on the Company’s achievement of target levels of Adjusted EBIT growth during 2014 and 2015. If the growth target is not met, participants will be entitled to receive as the performance payout 34% of the target number of PRSUs if the Company’s Operating EBITDA for the performance period is greater than 5% of net sales for the performance period.

As discussed under “Setting Total Compensation” above, the total award value for the long-term incentives is determined by the compensation and management development committee each year in its discretion as part of setting

total annual compensation, taking into account market data from our peer group. The award value is then divided by the grant date fair value of the award to determine the number of units actually awarded. The starting value for the award, however, does not represent the actual compensation the named executive officer will realize. These awards are intended to focus the named executive officers on future company performance, and the actual value realized by a named executive officer will depend on our performance over time and the named executive officer’s continued employment with the Company. See “2014 Grants of Plan-Based Awards Table” for additional information.

Other Compensation Elements

Consistent with providing a total pay program that is sufficiently competitive with the members of our compensation peer group so as to attract and retain highly qualified personnel, our executive officers receive or have access to the following benefits. We believe all of these plans have proven useful and, in many cases, necessary for recruiting and retention purposes.

Retirement Benefits. Our named executive officers participate in our various employee benefit plans designed to provide retirement income. Our qualified and non-qualified pension plans provide a retirement income base, and our qualified and non-qualified 401(k) plans permit additional retirement savings. To encourage retirement savings under the qualified and nonqualified 401(k) plans, we provide an employer matching contribution. Our pension plans were frozen during 2013 and have been replaced with additional employer contributions under our qualified 401(k) plan. We limit eligible compensation for employer contributions under the qualified and non-qualified 401(k) plans to annual base salary for our named executive officers. As a result, the compensation and management development committee’s decisions to grant annual incentive awards (whether cash or equity) do not create any additional retirement benefits under these plans for our named executive officers. For more information about these plans, see “2014 Summary Compensation Table”, “2014 Pension Benefits Table” and “2014 Nonqualified Deferred Compensation Table”.

Perquisites. Our named executive officers receive health and welfare benefits, such as group medical, group life and long-term disability insurance coverage, under plans generally available to all other U.S.-based salaried employees. Consistent with our pay-for-performance policy, we provide our named executive officers with limited executive fringe benefits and perquisites. These are described in the “2014 Summary Compensation Table”.

Severance Plan. In order to have a competitive benefit that allows for consistent administration without negotiations of special payments, we have an Executive Severance Benefits Plan (“Severance Plan”) for our named executive officers. The Severance Plan provides cash payments upon involuntary termination without cause, but is not available in the event of a change in control to individuals that have a change in control agreement as described below. See “Potential Payments Upon Termination or Change In Control” for additional information.

Change in Control Agreements. We have change in control agreements with each of our named executive officers. The change in control agreements provide for a cash payment to be made following a termination of employment by the Company without cause or by the officer with good reason within 2 years following a change in control. See “Potential Payments Upon Termination or Change In Control” for additional information. In approving the change in control agreements, the compensation and management development committee considered the prevalence of such agreements among similarly-situated executives at the companies in our compensation peer group based on data collected for the Company by the compensation and management development committee’s independent compensation consultant. The compensation and management development committee also determined that the uniform non-compete and non-solicit clauses contained in such agreements provide a significant benefit to the Company.

Additional Information Regarding Executive Compensation

The following are descriptions of other policies that we believe are integral to a stockholder’s understanding of the Company’s overall executive compensation program structure.

Executive Stock Ownership Requirements

The compensation and management development committee has adopted stringent stock ownership guidelines for our named executive officers. The types of securities that count toward required share ownership include only (i) shares of Common Stock owned outright, whether individually or through beneficial ownership in a trust or partnership, (ii) PRSUs and RSUs that have vested with delayed settlement under our prior hold requirement, (iii) shares of Common Stock or share equivalents held in a Company-sponsored deferred compensation or retirement plan, (iv) 60% of unvested restricted stock awards, (v) 60% of earned but undistributed PRSUs that will vest within one year of the measurement date and (vi) 60% of unvested RSUs that will vest within one year of the measurement date. Stock options do not count towards the ownership requirements. Failure to meet stock ownership requirements, or failure to make a meaningful effort to do so, may result in the executive officer not receiving future base salary increases or long-term incentive awards, and may also make the executive officer ineligible for promotion.

The following table sets forth, as of December 31, 2014, the ownership requirement (expressed as a percentage of base salary) for each of our named executive officers employed by us at year-end, the actual number of shares or equivalents owned and resulting ownership percentage, and the deadline for compliance, under our current ownership guidelines:



Named Executive Officer	Ownership Requirement as a Multiple of Base Salary	Total Number of Shares or Equivalents⁽¹⁾		As % of Base Salary⁽²⁾	Deadline for Compliance with Stock Ownership Guidelines
Mark C. Rohr	600%		75,351	399%	December 2017
Jay C. Townsend	300%		169,350	1,763%	December 2017
Gjon N. Nivica	300%		31,779	352%	December 2017
Lori A. Johnston	300%		19,356	240%	December 2017
Christopher W. Jensen	200%		14,977	200%	December 2017

________________________________________


⁽¹⁾	As of December 31, 2014. Does not include PRSUs that vested and paid out in February 2015. See “Outstanding Equity Awards at Fiscal 2014 Year-End Table”.


⁽²⁾	Calculated using $57.57, the average of the 2014 high and low share prices, and average salary during 2014.

Executive Compensation Clawback Policy

In order to further align management’s interests with the interests of stockholders and support good governance practices, our compensation and management development committee adopted a clawback (also known as a recoupment) policy applicable to long-term incentive cash awards and equity awarded to an employee along with our annual performance bonus plan. The policy prohibits the awardee from (i) disclosing confidential or proprietary information, (ii) competing with us, and (iii) soliciting or hiring employees, former employees or consultants of ours for a period of one year following the termination of the awardee’s employment with us for any reason. In the event that the awardee violates the provisions of the recoupment policy, the covered awards will cease vesting and the awardee will forfeit any rights to the covered awards and will be required to deliver to us any amount received from the long-term incentive cash award or gain realized on any stock option exercises or any other transaction relating to an equity award granted by us.

In addition, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and chief financial officer will be required to reimburse us for any bonus or other incentive-based or equity-based

compensation received during the 12 months following the first public issuance of the non-complying document, and any profits realized from the sale of securities of the Company during those 12 months.

Prohibition on Hedging and Pledging

Our insider trading policy prohibits directors, named executive officers and other employees from (i) entering into transactions that have the effect of hedging risk associated with owning shares of our Common Stock, including engaging in short sales, engaging in transactions in put or call options or other derivative securities, or engaging in any other forms of hedging transactions relative to our Common Stock, such as collars or forward sale contracts, (ii) purchasing our Common Stock on margin, and (iii) without prior consent, pledging shares of our Common Stock.

Tally Sheets

From time-to-time, the compensation and management development committee reviews a summary report, or “tally sheet,” prepared by management for each named executive officer. The purpose of a tally sheet is to show the total dollar value of the executive’s annual compensation. This includes the executive’s base salary, annual performance bonus award, long-term incentive compensation, and other compensation. The tally sheet also shows (or the committee is separately provided from time to time) holdings of Common Stock and equivalents, and accumulated value and unrealized gains under prior long-term incentive compensation awards. The compensation and management development committee uses tally sheets to estimate the total annual compensation of the named executive officers, and to provide perspective on the value accumulated by the named executive officers from our compensation program.

Employment Agreements

The compensation and management development committee has determined that it is not in our best interest to enter into employment agreements with the CEO or any other named executive officer of the Company. However, we have entered into offer letters in connection with hiring certain named executive officers from time to time. These offer letters generally contain provisions outlining the executive’s base salary, bonus, sign-on long-term incentive or other equity grants and, in some cases, severance provisions. These offer letters do not create an expectation of employment and all of our named executive officers remain employed “at will.”

Tax and Accounting Considerations

Tax Deductibility of Compensation Expense. Section 162(m) of the Internal Revenue Code (the “Code”) places a limit of $1,000,000 on the amount of compensation to our CEO and the three other most highly compensated officers employed at the end of the year (other than our chief financial officer) that may be deducted by the Company as a business expense in any tax year unless, among other things, the compensation qualifies as “performance-based compensation” under Section 162(m). Stock options, PRSUs and annual performance bonus awards granted under the 2009 GIP are generally designed to qualify as “performance-based compensation” under Section 162(m). In that regard, for 2014, the compensation and management development committee approved maximum annual bonuses for the named executive officers equal to 1% of EBIT for 2014, capped at $6 million per participant (below the maximum award amount permitted under the 2009 GIP). Actual annual performance bonus amounts were determined as described under “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards” above. In contrast, salary, RSUs and restricted stock awards do not qualify as “performance-based compensation” under Section 162(m) and are therefore subject to the $1,000,000 deduction limit under Section 162(m). As a result, such amounts payable to Section 162(m) covered executives may not be fully deductible when paid.

The compensation and management development committee believes that in establishing incentive compensation programs for our executive officers, the potential deductibility of the compensation payable should be only one of several factors taken into consideration and not the sole governing factor. For that reason, the compensation and management development committee may deem it appropriate to continue to provide one or more executive officers with the opportunity to earn incentive compensation that may be in excess of the amount deductible under Section 162(m) or other provisions of the Code.

Tax Implications for Officers. Section 409A of the Code imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with Section 409A. We do not believe this has had an impact on our compensation program for the executive officers because our deferred compensation plans have been designed to comply with Section 409A. Section 280G of the Code imposes an excise tax on payments to executives of severance or change in control compensation paid in connection with a change of control that exceed the levels specified in Section 280G. The named executive officers could receive the amounts shown in the table included under “Potential Payments Upon Termination or Change in Control” below as severance or change in control payments, but the compensation and management development committee does not consider their potential impact in setting total annual compensation.

Accounting Considerations. The compensation and management development committee also considers the accounting and cash flow implications of various forms of executive compensation. In our financial statements, we record salaries and non-equity performance-based compensation incentives such as our annual performance bonus plan as expenses in the amount paid, or to be paid. Accounting rules also require us to record an expense in our financial statements for long-term incentive or other equity awards. The accounting expense of equity awards to employees is calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). The compensation and management development committee believes, however, that the many advantages of long-term incentive compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them.

Risk Assessment of Compensation Practices

It is our policy to regularly monitor our compensation policies and practices to determine whether our risk management objectives are being met and to adjust those policies and practices to address any incentives that are determined to encourage risks that are reasonably likely to have a material adverse effect on us and any changes in our risk profile. With respect to the compensation of our executives, the compensation and management development committee, with the input of the independent compensation consultant and management, takes into consideration whether any such programs may incentivize excessive risk taking. As part of these considerations and consistent with its compensation philosophy, our compensation program, particularly our annual and long-term incentive plans, are designed to provide incentives for the executives to achieve our objectives without encouraging excessive risk taking because:


•	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 named executive officers’ 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 compensation and management development committee believes will tend to 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 compensation and management development committee intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking; and


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

With respect to the compensation of employees other than the named executive officers, under the direction of the compensation and management development committee, management has reviewed our compensation policies and practices to determine whether those policies and practices encourage excessive risk-taking. Our compensation program for employees other than the named executive officers are designed to incentivize employees to demonstrate the courage to make decisions that benefit the Company as a whole, while accepting personal accountability and avoiding unnecessary risk.

Compensation Committee Interlocks and Insider Participation

No member of the compensation and management development committee was at any time during 2014 employed as an employee or officer of the Company or had any relationship with us requiring disclosure under Item 404 of Regulation S-K. In addition, no executive officer of the Company has served on the board of directors or compensation committee of any other entity that has one or more executive officers who served as a member of our board of directors or compensation and management development committee during 2014.

Compensation Tables

2014 Summary Compensation Table

The following table summarizes all compensation for the fiscal years ended December 31, 2014, 2013 and 2012 awarded to, earned by, or paid to each of the named executive officers:



Name and Principal Position⁽¹⁾	Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾	Non- Equity Incentive Plan Compen- sation ($)⁽⁴⁾	Change in Pension Value and Non-qualified Deferred Compen- sation Earnings ($)⁽⁵⁾	All Other Compen- sation ($)⁽⁶⁾	Total ($)
(a)	(b)	(c)	(d)	(e)		(f)	(g)	(h)	(i)	(j)
Mark C. Rohr Chairman, Chief Executive Officer and President	2014	1,088,462	—	5,999,981	⁽⁷⁾	—	3,135,750	1,000	140,956	10,366,149
	2013	1,038,462	—	4,999,998		—	2,855,000	13,000	50,457	8,956,917
	2012	750,000	—	4,687,452		562,499	—	12,000	127,208	6,139,159
Steven M. Sterin Former Senior Vice President and Chief Financial Officer	2014	392,885	—	999,973	⁽⁷⁾	—	—	12,000	1,767,244	3,172,102
	2013	594,231	—	999,981		—	804,000	16,000	14,183	2,428,395
	2012	559,615	—	—		—	—	12,000	14,808	586,423
Jay C. Townsend Senior Vice President, Business Strategy Dev., Procurement and Adv. Fuels Technology	2014	553,077	—	999,973	⁽⁷⁾	—	858,000	514,000	94,023	3,019,073
	2013	524,000	—	999,981		—	887,000	27,000	28,072	2,466,053
	2012	452,308	—	—		—	—	464,000	24,013	940,321
Gjon N. Nivica, Jr. Senior Vice President & General Counsel	2014	520,385	—	699,995	⁽⁷⁾	—	777,000	4,000	55,095	2,056,475
	2013	501,077	—	699,982		—	643,000	14,000	11,852	1,869,911
	2012	473,846	—	—		—	—	12,000	15,995	501,841
Lori A. Johnston Senior Vice President, Human Resources	2014	464,615	—	799,988	⁽⁷⁾	—	820,000	1,000	50,446	2,136,049
	2013	430,000	—	699,982		—	637,000	11,000	16,432	1,794,414
	2012	99,231	301,000	1,849,976		849,996	—	4,000	52,488	3,156,691
Christopher W. Jensen Senior Vice President, Finance (Interim CFO)	2014	430,769	—	699,995	⁽⁷⁾	—	626,000	8,000	47,385	1,812,149

_______________________________________

⁽¹⁾

Principal position as of December 31, 2014. Mr. Rohr joined the Company as CEO and President in April 2012. Mr. Sterin served as our Senior Vice President and Chief Financial Officer until May 6, 2014, but was an employee until August 17, 2014. Mr. Jensen has served as our interim Chief Financial Officer since May 6, 2014. Mr. Townsend retired from the Company on December 31, 2014. Ms. Johnston joined the Company in October 2012.

⁽²⁾

Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2009 GIP computed in accordance with ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value for 2014, 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, 2014. Additional information regarding PRSUs granted to the named executive officers during 2014 is set forth in note 7 below and in the “2014 Grants of Plan-Based Awards Table” on a grant-by-grant basis.


⁽³⁾	Represents the grant date fair value of stock options granted in the year indicated under our 2009 GIP computed in accordance with FASB ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value, 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, 2014.


⁽⁴⁾	Includes annual performance bonus award cash payouts with respect to 2014 performance. Further information about the Annual Performance Bonus Plan is set forth in “Compensation Discussion and Analysis – Compensation Philosophy and Elements of Pay – Annual Performance Bonus Awards” and the “2014 Grants of Plan-Based Awards Table”.

⁽⁵⁾

Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 3.9% for 2014. The discount rate in 2013 was 4.7% and the rate in 2012 was 3.8%. The values shown assume retirement from the CARPP and the CASRPP at age 65 with a life only benefit. The values for Mr. Townsend reflect his actual retirement date as of December 31, 2014.


⁽⁶⁾	The amounts reported in this column with respect to fiscal 2014 consist of the following:

(a) Aggregate Company contributions, including matching and retirement contributions made for 2014, under the Company’s tax-qualified and non-qualified defined-contribution retirement plans, including the Celanese Americas Retirement Savings Plan (“CARSP”), a tax-qualified, defined contribution (401(k)) plan, and the Celanese Americas Supplemental Retirement Savings Plan (“CASRSP”), an unfunded, non-qualified defined contribution plan: Mr. Rohr, $117,131, Mr. Sterin, $13,892, Mr. Townsend, $94,023, Mr. Nivica, $55,095, Ms. Johnston, $50,446, and Mr. Jensen, $47,385.

The CARSP is available to substantially all of our U.S. employees, including all the named executive officers. The plan is subject to the provisions of ERISA. Eligible participants are entitled to a 6% match of his or her pre-tax and after-tax contributions to the CARSP and an allocation of 5% of his or her salary up to the Code Section 401(a)(17) limit ($260,000 in 2014) in lieu of the former pension plan contribution under the Celanese Americas Retirement Pension Plan (“Retirement Contributions”). The amount contributed to the plan by or on behalf of a participant is limited by Code Section 415 and is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP chosen by the participant.

Each of the named executive officers is entitled to an allocation under the CASRSP equal to (a) Retirement Contributions limited by Code Section 415 and not contributed to the CARSP, (b) for certain participants who are legacy employees for purposes of the CARPP, a transition payment in 2014 of 6% of his or her qualified earnings (“Transition Retirement Contributions”), and (c) 6% of his or her salary in excess of the compensation limits under the CARSP (“Excess Earnings Contributions”). The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of an investment fund maintained for investments under the CARSP which is currently the 1-3 year Government/Credit Bond Index Fund. Further information about the CASRSP is set forth in the “2014 Nonqualified Deferred Compensation Table”.

(b) The Company provides the following perquisites to the named executive officers: personal liability insurance and executive health services. In addition, the compensation committee has authorized Mr. Rohr, as CEO, to travel on Company-provided aircraft for security and safety reasons and to maximize his availability for Company business, and considers travel that is related to Company business or otherwise benefits the Company, including travel to meetings of other boards, as business use. This table includes the incremental cost of the use of Company-provided aircraft and related travel expenses for Mr. Rohr, or in certain cases the cost of commercial airfare for such travel, to attend meetings of another public company’s board of directors on which he serves (and not for vacation, commuting or other personal use), of $21,108 for 2014, $23,769 for 2013 and $9,762 for 2012. The incremental cost was determined using a method that takes into account the variable costs such as landing fees, aircraft fuel charges, taxes and local transportation. Because our aircraft is used for business-related travel, we do not include fixed costs, such as the acquisition costs of leased aircraft. Perquisites and personal benefits were excluded to the extent that the total value of all perquisites and personal benefits for a named executive officer was less than $10,000. In addition, the table does not include any amounts for personal benefits provided to any of the named executive officers for which we believe there is no aggregate incremental cost to us, including use of tickets for certain sporting events.

(c) For Mr. Sterin, includes separation pay of $1,747,444 and reimbursement of COBRA premiums of $5,908. See “Potential Payments Upon Termination or Change in Control” for additional information.

No tax gross-ups were paid to any named executive officer during 2014.

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The fair value of PRSUs granted under the 2014 LTIP was calculated to be $48.54 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on February 6, 2014, the date of grant, discounted for lack of dividend participation. With respect to PRSUs granted under the 2014 LTIP, payout of such PRSUs can range from a minimum of 0% to a maximum of 200% of target. The target and maximum potential values of the award of PRSUs for the named executive officers using the fair value discussed above, assuming performance at the target and maximum levels of performance conditions, is set forth below. Actual performance, and the stock price at the payout dates, is uncertain.



Name	Target Number of PRSUs	Value at Target Performance	Maximum Number of PRSUs	Value at Highest Performance
Mark C. Rohr	123,609	$5,999,981	247,218	$11,999,962
Steven M. Sterin	20,601	$999,973	41,202	$1,999,946
Jay C. Townsend	20,601