CELANESE CORP (CE)
Sector: Materials
2026 Annual Meeting Analysis
CELANESE CORP · Meeting: April 16, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Galante has served as a director since 2013, giving him full tenure overlap with the underperformance period; Celanese's 3-year stock return of -40.4% trails the company-disclosed peer group median of +8.7% by 49.1 percentage points, well above the 20-point threshold that applies when absolute returns are negative; the 5-year record is equally poor (-56% vs peer median +20.4%, a gap of 76.4pp), so the longer-term mitigant does not rescue a vote in his favor; a vote against is warranted despite his valuable experience as Board Chair.
Ms. Hill has served since 2015, giving her full overlap with the underperformance period; the same 49.1-percentage-point 3-year gap versus peers and 76.4-percentage-point 5-year gap that trigger the vote against Mr. Galante apply equally to her; no attendance, overboarding, or independence issues are present.
Ms. Kissire has served since 2020, providing meaningful tenure overlap with the underperformance period; the 49.1-percentage-point 3-year peer gap and 76.4-percentage-point 5-year peer gap both exceed the applicable thresholds, and no other mitigating factors override the trigger; her strong audit and financial credentials are noted but do not offset the stock performance concern.
Mr. Koenig joined in 2022, which is more than 24 months before the meeting, so the new-director exemption does not apply; the 3-year peer gap of 49.1pp and the 5-year peer gap of 76.4pp both exceed the applicable thresholds; no overboarding or attendance issues are present.
Ms. Rucker has served since 2018, giving her full overlap with the underperformance period; both the 3-year and 5-year peer gaps (49.1pp and 76.4pp respectively) substantially exceed the applicable thresholds; no attendance, overboarding, or independence issues are present.
For Analysis
Joined in 2024 (within 24 months of the meeting), so he is exempt from the TSR underperformance trigger; brings deep chemicals industry and operational experience as former CEO of Chevron Phillips Chemical; no overboarding, attendance, or independence concerns.
Mr. Kuehn joined in 2025, well within the 24-month new-director exemption from the TSR underperformance trigger; he brings relevant CFO and financial expertise; no attendance, overboarding, or independence concerns.
Mr. Moorthy joined in 2023, which is more than 24 months before the April 2026 meeting, so the full exemption does not apply; however, his tenure covers less than the full 3-year underperformance period, and the policy instructs a flag rather than an automatic Against vote when tenure covers less than half the underperformance period; noting the concern but voting For given the limited accountability window and his relevant operational experience.
Mr. Richardson joined the board in January 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply to him as a director; as CEO he is subject to the Say on Pay analysis separately, which passes on its own merits.
Five of the nine director nominees (Galante, Hill, Kissire, Koenig, Rucker) are voted Against due to sustained and severe stock underperformance — Celanese's 3-year total return of -40.4% trails the company-disclosed peer group median of +8.7% by 49 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns, and the 5-year record is equally poor, so the mitigant does not apply; three newer directors (Chinn, Kuehn, Richardson) are exempt as they joined within 24 months; Moorthy receives a For given his tenure covers less than the full underperformance window.
Say on Pay
✓ FORCEO
Scott A. Richardson
Total Comp
$10,137,072
Prior Support
~99%%
CEO total compensation of approximately $10.1 million is reasonable for a Basic Materials company with a $6.7 billion market cap, and the company states that approximately 90% of CEO pay is at-risk or variable, well above the 50-60% minimum the policy requires; the prior year say-on-pay vote received approximately 99% support, indicating strong shareholder endorsement of the program structure; while Celanese's stock performance has been poor, the pay-for-performance alignment check is satisfied because variable pay does not appear to be above benchmark levels for a company facing Celanese's operational challenges, and the incentive plan uses meaningful performance conditions including multi-year adjusted EPS, return on capital employed, and relative TSR modifiers rather than easily manipulated short-term targets.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
21 yrs
Audit Fees
$13,164,669
Non-Audit Fees
$2,814,165
Non-audit fees (tax fees of $2,687,955 plus audit-related fees of $126,210, totaling $2,814,165) represent approximately 21% of audit fees of $13,164,669, well below the 50% threshold that would raise independence concerns; KPMG's tenure of approximately 21 years (since 2004) is below the 25-year threshold that would trigger a vote against; no material restatements were identified; KPMG is a Big 4 firm appropriate for a company of Celanese's size and complexity.
Overall Assessment
The 2026 Celanese annual meeting presents three standard proposals; the most significant concern is the company's severe and sustained stock underperformance — a 3-year return of -40.4% trails the peer group median by 49 percentage points — which triggers Against votes for five of the nine director nominees who have served long enough to be accountable for that record, while the auditor ratification and say-on-pay proposals both pass their respective policy screens and receive For determinations.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing