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•	presides 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;

•	approves 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;

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

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

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•	meets regularly with the Chairman and CEO;

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

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

•	approves and coordinates 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;

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

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

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•	audit committee;

•	compensation and management development committee;

•	nominating and corporate governance committee; and

•	environmental, health, safety, quality and public policy committee.

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•	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.

•	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.

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•	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.

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

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•

The audit committee oversees the enterprise risk process that management implements, and reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, internal control over financial reporting and disclosure controls and procedures, tax, investment, and other financial risks, as well as the Company’s financial position and financial activities. It also reviews the Company’s

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•	The compensation and management development committee oversees compensation programs and policies and practices and their effect on risk-taking by management. See “Compensation Risk Assessment” for additional information.

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The nominating and corporate governance committee manages risk by overseeing the governance framework and structure as well as other corporate governance matters, including oversight of the annual board and committee assessment process, and is charged with developing and recommending to the board corporate governance principles and policies and board committee structure, leadership and membership.

•	The environmental, health, safety, quality and public policy committee oversees the Company’s operational risks, including those risks associated with employee, environmental, process and product safety and quality, public policy and reputation.

•	The full board addresses risks associated with cybersecurity.

•	The full board and the compensation and management development committee address issues and risks associated with diversity and inclusion and human capital management.

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•	the ability to attend and voice opinions at the annual meeting of stockholders (see page 88);

•	a dedicated annual meeting page on our website (see page 89);

•	a majority voting standard (see page 16);

•	the annual advisory vote to approve executive compensation (see page 35);

•	annual election of directors (beginning in 2019) (see page 16);

•	commitment to thoughtfully consider stockholder proposals submitted to the Company (see page 90); and

•	the ability to direct communications to individual directors or the entire board (see page 90).

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(1)	Mr. Fowler resigned during 2018. Therefore, the information above reflects his service on the board from his election to the board through the date of his resignation. Mr. Rohr is not included in this table because he was an employee of the Company during 2018 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 1,372 RSUs granted to each non-management director in April 2018 (790 RSUs for Ms. Rucker, granted in October 2018, which represents a prorated amount of RSUs for time served from her election through April 2019) under the Company’s 2009 Global Incentive Plan (for Ms. Rucker, under the 2018 Global Incentive Plan) 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, 2018. As of December 31, 2018, each non-management director listed in the table owned 1,372 RSUs, except Mr. Fowler, who held no RSUs, and Ms. Rucker, who held 790 RSUs.

(4)	The Company has not granted stock options to directors since 2007. As of December 31, 2018, no persons serving as a non-management director held any stock options.

(5)	Deferrals by directors under the 2008 Deferred Plan, including deferrals of RSUs, do not receive above-market earnings and therefore no amount with respect to those deferrals is included in the Table.

(6)

Directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. We generally do not provide perquisites to our directors, other than small gifts provided at board meetings and upon retirement. Occasionally, a director may use Company-provided aircraft for travel to board meetings. Also, a director’s spouse may accompany him or her on Company business at our request. For example, spouses are invited to some of the board dinners we hold during the year in connection with board meetings. This policy involves a de minimus or no incremental cost to us, and we believe it serves a legitimate business purpose. The board does not provide any tax gross-ups on any director perquisites. No director received perquisites at or exceeding a total value of $10,000 in 2018. For Mr. Galante, represents the matching of a charitable contribution to a local charity.

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*	Less than 1% of shares.

(1)	Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through the vesting of restricted stock units or other rights to acquire shares. To our

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(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 19, 2019, and includes, as applicable, shares of Common Stock issuable upon the vesting of restricted stock units granted under the 2009 GIP and 2018 GIP within 60 days of February 19, 2019. Does not include units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 6,476 equivalent shares, Mr. Brown – 3,923 equivalent shares, Mr. Galante – 5,925 equivalent shares, Dr. Ihlenfeld – 7,550 equivalent shares, and Mr. Wulff – 17,860 equivalent shares.

(3)

On January 10, 2019, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 5 to Schedule 13G with the SEC reporting beneficial ownership of 14,638,982 shares of Common Stock as of December 31, 2018, with sole voting power over 160,611 shares, shared voting power over 30,203, sole dispositive power over 14,452,968 shares and shared dispositive power over 186,014 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)	On February 14, 2019, Dodge & Cox filed Amendment No. 9 to Schedule 13G with the SEC reporting beneficial ownership of 10,727,345 shares of Common Stock as of December 31, 2018, with sole voting power over 10,208,518 shares and sole dispositive power over 10,727,345 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(5)	On February 4, 2019, BlackRock, Inc. (“BlackRock”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 9,467,199 shares of Common Stock as of December 31, 2018, with sole voting power over 8,258,418 shares and sole dispositive power over 9,467,199 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(6)	Listed alphabetically. Each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

(7)	Includes beneficial ownership of Common Stock by Mr. Richardson of 526 equivalent shares in the Celanese Stock Fund under the CARSP as of February 19, 2019. He has the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

(8)	Mr. Rohr also serves as a director and his ownership information is set forth under “Named Executive Officers”.

(9)	Excludes shares held by Mr. Edwards who ceased employment on January 31, 2019 and Mr. Oliver who ceased to be an executive officer effective April 24, 2018. Does not include 153,488 PRSUs (at target) held by our current executive officers as of February 19, 2019 subject to future performance and vesting conditions.

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•	supports the execution of our business strategy and the achievement of our long-term financial objectives;

•	attracts, motivates and retains a talented team of executives who will provide leadership for our success in dynamic, competitive markets and products, using balanced performance metrics;

•	aligns performance with long-term stockholder value creation; and

•	rewards executives’ contributions at a level reflecting Company performance and their individual performance.

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(1)

Adjusted earnings per share or Adjusted EPS is a non-GAAP financial measure that we define as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common 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 this performance measure and a reconciliation of this measure to diluted earnings per share, the most comparable U.S. GAAP financial measure.

(2)	Total stockholder return or TSR is cumulative stock price appreciation plus dividends, with dividends reinvested.

(3)

Free cash flow is a non-GAAP financial measure that we define as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to our partner in our methanol joint venture. Free cash flow amounts noted above are net of pension contributions of $316 million and $300 million in 2017 and 2016, respectively. See “Exhibit A” to this Proxy Statement for additional information concerning this liquidity measure and a reconciliation of this measure to cash flow from operations, the most comparable U.S. GAAP financial measure.

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•	Our net sales were $7.2 billion in 2018, up 16.5% from 2017, primarily due to increases in price and volume in 2018.

•	We generated net earnings of $1.2 billion in 2018, up 42.9%, primarily due to increases in price and volume, while Adjusted EBIT(4) was $1.85 billion in 2018, up 36.6% from 2017.

•	GAAP diluted earnings per share were $8.95, up 44.6% from 2017, while adjusted earnings per share(1) for 2018 was $11.00, an increase of 46.5% over 2017, both a record, primarily due to an increase in product pricing, volume growth, productivity initiatives and a reduction in outstanding share count through share repurchases, facilitated by our strong cash generation.

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Cumulative total stockholder return(2) over the prior 1-, 3- and 5-year periods was (14.3)%, 41.7% and 78.5%, respectively. Our 1-year TSR(2) was in the middle of our compensation comparator group (described below), just slightly below the Dow Jones Chemical Index performance of (14)%, and lower than the S&P500 Index at (4.4)%. However, our 3- and 5-year TSR of 41.7% and 78.5%, respectively, exceeded the S&P500 Index and the Dow Jones Chemical Index for the same periods, and our TSR was performing in line with the S&P500 Index through the 3rd quarter of 2018.  During the fourth quarter of 2018, several external factors suddenly impacted the equity markets negatively, including (but not limited to) significant declines in crude oil prices and trade tensions between the US and China.  These events impacted certain sectors of the S&P more negatively, including the materials sector.  As a result of this fourth quarter volatility, our 1-year TSR for 2018 lagged the broad S&P500 Index.

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Our cash flow from operations was $1.56 billion, up 94.0% from 2017, while our free cash flow(3) was $1.20 billion, up 135.4% from 2017. This record level of free cash flow and a portion of our balance sheet cash allowed us to execute on our cash deployment priorities in 2018 by investing in our existing businesses, executing prudent M&A, and returning cash to our stockholders, all designed to enhance returns.

•	During 2018, we returned a record $1.1 billion to stockholders:

◦	We increased the rate of our quarterly cash dividend per share by 17.4% and paid an aggregate of $280 million in cash dividends. We have paid cash dividends for 55 consecutive quarters and the compound rate of increase in the dividend per share has been approximately 33.5% since 2009.

◦	We repurchased $817 million of our Common Stock under our announced share repurchase program.

◦	We have returned $3.9 billion to stockholders since 2012 in the form of cash dividends and share repurchases.

(4)

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

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•	Competitive – pay should be set at a level for the role 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 – incentive plans should encourage long-term increases in stockholder value; and

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

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(1)	Available for grant to new hires, for promotion awards and in special circumstances.

(2)	See “Executive Summary – Our Response to the Advisory Vote and Stockholder Feedback“ and ”Exhibit A”.

(3)	See “2018 Pension Benefits Table”.

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•	Manage capital expenditures while thoughtfully funding incremental expansion;

•	Further develop pipeline management for Engineered Materials;

•	Engage gender diversity across the Company and engage women in leadership roles;

•	Continue efforts in making employee engagement a defining element of our culture building a diverse and inclusive organization; and

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•	Continue strong support of community outreach and volunteerism.

•	Executed on all aspects of the financial plan, which led to record setting levels of adjusted earnings per share and Adjusted EBIT, including more that $1 billion of Adjusted EBIT in the Acetyl Chain;

•	Grew pipeline closes by 47% to more than 3,250 in the Engineered Materials segment;

•	Returned $1.1 billion to stockholders through dividends and repurchases of shares;

•	Rewarded employees worldwide by granting a stock award in order to reinforce engagement and alignment towards the Company’s 3 year strategic plan;

•	Onboarded a new chief financial officer;

•	Added a new director to the board, increasing the diversity of the board;

•	Substantially integrated one acquisition;

•	Increased the number of women in executive positions and grew the bench of diverse talent at every level of the organization;

•	Employed various tactics to increase internal mobility and expanded our global career framework to include all non-exempt employees, allowing for a more fungible talent pool;

•	Personally led efforts to build leadership capability in support of a respectful workplace for all employees;

•	Substantially improved safety performance of acquired businesses and maintained high-performing stewardship results in the areas of process safety and environmental events;

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•	Removed impediments to allow the Company to be added to the S&P500 Index;

•	Increased volunteerism across Celanese with employees investing over 200,000 hours of their time in the communities where we work and live; and

•	Granted more than $2,500,000 to a number of non-profit organizations recommended by employees through the Celanese Foundation.

(1)

For purposes of calculating the 2018 annual incentive plan award, Adjusted EBIT is defined as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes and further adjusted for Certain Items. See “Exhibit A”. The percentages for Threshold, Target and Superior reflect the required percentage improvement over the prior year’s Adjusted EBIT of $1.356 billion.

(2)

For purposes of calculating the 2018 annual incentive plan award, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable divided by (d) net sales annualized, computed monthly and compared with monthly targets. The table reflects the full year average of the monthly results compared to the targets. Working capital excludes the working capital associated with acquisitions closed in 2018.

(3)	For purposes of calculating the 2018 annual incentive plan award for occupational safety, the number of Company injuries is expressed as actual recordable incidents and lost time injuries (as defined in OSHA regulations) of our employees and on-site contractors world-wide, exclusive of employees / contractors of our recently acquired companies.

(4)	For purposes of calculating the 2018 annual incentive plan award, process safety includes the actual number of incidents of an unplanned or uncontrolled release of primary containment in a process that results in an injury, fire, explosion, community impact or exceeds a threshold quantity.

(5)	For purposes of calculating the 2018 annual incentive plan award, environment stewardship includes the actual number of serious and major chemical releases into the environmental (defined as a release that is greater than 15% of the reportable quantity).

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(1)

Adjusted EPS is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. Return on Capital Employed (ROCE) is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net, trade working capital (calculated as trade receivables, net plus inventories less trade payables - third party and affiliates), goodwill, intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests. See “Exhibit A” for definitions and additional information.

(2)	The Adjusted EPS goals will be determined by comparing the increase in the cumulative amount of Adjusted EPS over the three-year performance period (2016-2018) to the Adjusted EPS for fiscal 2015. The cumulative measure incorporates long-term compound annual growth rates determined by the compensation and management development committee.

(3)	The Company’s three-year average ROCE will be compared to benchmarks for Threshold, Target (a range) and Superior set by the compensation and management development committee. ROCE goals are established in a manner that focuses management on value creation through the effective deployment of capital.

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(1)(3)	See the corresponding notes to the table above concerning the 2016 LTIP awards.

(2)	The Adjusted EPS goals will be determined by comparing the increase in the cumulative amount of Adjusted EPS over the three-year performance period (2018-2020) to the Adjusted EPS for fiscal 2017. The cumulative measure incorporates long-term compound annual growth rates determined by the compensation and management development committee.

(4)	The payout on the adjusted earnings growth measure will be limited if the Company’s three-year relative total stockholder return is in the bottom quartile of the S&P 500 Index.

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•	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 plan award and our long-term incentive plans, and all grants of awards under such plans to our executive officers.

•	analyzed and benchmarked incentive plan targets;

•	reviewed and provided guidance on compensation plan design;

•	reviewed the composition of our compensation comparator group and recommended modifications;

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

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

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(1)	Calculated using $101.10, the average of the 2018 high and low share prices, and total salary paid during 2018.

(2)	Ms. Jurecka is on track for compliance with the ownership guideline by the October 2022 deadline, based on her promotion date. Mr. Edwards resigned as an officer effective December 31, 2018 and retired from the Company effective January 31, 2019.

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•	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 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.

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(1)

Principal position as of December 31, 2018. Mr. Richardson was elected Senior Vice President and Chief Financial Officer effective February 16, 2018. Ms. Jurecka was elected Senior Vice President and Chief Human Resources Officer in 2017 and was named an executive officer effective October 18, 2017. Mr. Oliver served as our acting Chief Financial Officer from October 2017 until the appointment of Mr. Richardson, as our new Chief Financial Officer, and remained our Chief Accounting Officer until April 20, 2018, after which he relocated to our Amsterdam Regional Headquarters and serves as our Vice President, Finance, Europe. Information is not provided for years prior to 2018 for Mr. Richardson because he was not an executive officer prior to 2018. Information is not provided for Mr. Edwards or Ms. Jurecka for years prior to 2017 because neither was an executive officer prior to 2017.

(2)	For Messrs. Richardson and Oliver, includes dividends on deferred RSUs with a hold feature that settled in 2018. Additional information is included in the “2018 Nonqualified Deferred Compensation Table” and accompanying text.

(3)	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 FInancial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). For a detailed discussion of the method and assumptions used to calculate such value for 2018, see Notes 2

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(4)	No stock options were granted during the fiscal year ended December 31, 2018.

(5)	Includes 2018 Annual Incentive Plan award cash payouts with respect to 2018 performance. Further information about the Annual Incentive Plan is set forth in “Compensation Discussion and Analysis – Compensation Decisions – Salary and Incentive Compensation – Annual Incentive Plan Awards” and the “2018 Grants of Plan-Based Awards Table”.

(6)	Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 4.23% for 2018. The discount rate in 2017 was 3.54% and the rate in 2016 was 3.95%. The values shown assume retirement from the CARPP and the CASRSP (as applicable) at age 65 with a life only benefit.

(7)	The amounts reported in this column with respect to fiscal 2018 consist of the following:

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(8)	The stock awards consisted of the following:

(9)	The grant date fair value of long-term incentive (equity) awards granted in 2017 to Mr. Edwards includes a sign-on equity award of RSUs provided when he joined the Company valued at $1,499,979.

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(1)

2018 Annual Incentive Plan. For purposes of this table, (i) the “threshold” bonus amount is calculated based on all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based on all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based on all performance measures being achieved at the plan superior levels (200% of target bonus); and (iv) the individual performance modifier (0-150%) for each executive officer being equal to 100% in the “threshold” and “target” scenarios and 150% in the “maximum” scenarios, in each case with respect to the executive’s eligible earnings for 2018 as set forth in the “Salary” column in the “2018 Summary Compensation Table”. See “Compensation Discussion and Analysis – 2018 Compensation Decisions – Annual Incentive Plan Awards” for additional information.

(2)	2018 LTIP. PRSUs representing the 2018 LTIP were awarded under the 2009 GIP and vest on February 15, 2021, based on the Company’s achievement of target levels of Adjusted EPS growth and Return on Capital Employed during fiscal years

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(3)

Time RSUs. Time-vesting RSUs were awarded to Mr. Rohr and Mr. Oliver in February 2018. These RSUs vest 33% on each of February 15, 2019 and 2020 and 34% on February 15, 2021. See “CEO 2018 Compensation Decisions” for more information about Mr. Rohr’s RSU award. The compensation and management development committee modified Mr. Edwards’ 2017 RSU award. The approved change provides for pro rata vesting of the final tranche on the original vesting date, January 27, 2020.

(4)	Reflects the incremental fair value of Mr. Edwards' existing 2017 RSU award as a result of the modification described in Note (3) above.

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(1)	Vesting treatment upon termination of employment is described under “Potential Payments Upon Termination or Change in Control – Long-Term Incentive Awards”.

(2)

For PRSUs, the market or payout value has been computed based on the number of units awarded at an assumed superior performance (200% of target performance) for the 2017 PRSUs, and at an assumed target performance (100%) for the 2018 PRSUs, multiplied by the closing stock price on December 31, 2018, the last trading day in 2018. Actual performance and payout value may vary. For time-based RSUs (including the 2016 PRSUs that were earned based on performance at 199.2% of target but remain subject to time-based vesting), the market value has been computed based on the number of units awarded that are unvested at the close of business on December 31, 2018 multiplied by the closing stock price on December 31, 2018.  Actual payout value may vary.

(3)	Subject to a hold requirement upon exercise.

(4)	Represents PRSUs granted in February 2016 under our 2016 LTIP adjusted for actual performance at 199.2% of target as described above. The PRSUs vest 100% on February 15, 2019.

(5)	Represents PRSUs granted in February 2017 under our 2017 LTIP at an assumed superior performance (200% of target). These PRSUs vest 100% on February 15, 2020 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2017-2019 against pre-established performance measures.

(6)	Represents PRSUs granted in February 2018 under our 2018 LTIP at target. These PRSUs vest 100% on February 15, 2021 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2018-2020 against pre-established performance measures.

(7)	Represents RSUs granted in February 2016. These RSUs vest 33% on each of February 15, 2017 and 2018, and 34% on February 15, 2019.

(8)	Represents RSUs granted in February 2016. These RSUs vest 100% on February 15, 2019.

(9)	Represents RSUs granted in October 2016. These RSUs vest 33% on each of October 17, 2017 and 2018, and 34% on October 17, 2019.

(10)	Represents RSUs granted in December 2016. These RSUs vest 33% on each of December 8, 2017 and 2018, and 34% on December 8, 2019.

(11)	Represents RSUs granted in January 2017. These RSUs vest 33% on each of January 27, 2018 and 2019, and 34% on January 27, 2020.

(12)	Represents RSUs granted in February 2017. These RSUs vest 33% on each of February 15, 2018 and 2019, and 34% on February 15, 2020. For additional information on the CEO’s RSU award, see “CEO 2018 Compensation Decisions”.

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(13)	Represents RSUs granted in October 2017. These RSUs vest 33% on each of October 18, 2018 and 2019, and 34% on October 18, 2020.

(14)	Represents RSUs granted in February 2018. These RSUs vest 33% on each of February 15, 2019 and 2020, and 34% on February 15, 2021.

(1)	Gross shares (includes shares withheld to cover taxes) acquired.

(1)	As noted below, this plan has been frozen, meaning that benefits (other than earnings) are no longer accrued for compensation or service after the applicable plan freeze date.

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(2)	The present value amounts shown in the table above are the amount needed today that, with interest, would provide the named executive officer’s future retirement benefit. Retirement is assumed to occur at age 65 in the CARPP and participants receive their cash balance benefit as a lump sum.

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(1)	Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2018, which amounts are also included as All Other Compensation in the “2018 Summary Compensation Table”.

(2)

Amounts in this column for the CASRSP and the 2008 Deferred Plan represent earnings during 2018 under such plans. For Mr. Sutton, earnings correspond to the yield on the investment options chosen by him under the 2008 Deferred Plan, which mirror the investment options under the CARSP. Amounts in this column for the 2009 GIP represent changes in our stock price during the year for all outstanding RSUs and/or PRSUs that were previously vested but remain subject to a hold requirement, plus related unpaid cash dividends credited during 2018 on such awards. None of the amounts in this column were reported as compensation in the “2018 Summary Compensation Table”.

(3)	Represents the value of shares issued, and accumulated dividends paid in cash, during 2018 from outstanding RSUs and/or PRSUs that were previously vested but remained subject to a hold requirement until 2018. None of the amounts in this column were reported as compensation in the “2018 Summary Compensation Table”.

(4)

Amounts in this column for the CASRSP do not include contributions credited for 2018 (column (d)) but not yet deposited into the participant’s account. Amounts in this column for the 2009 GIP include the value, at December 31, 2018, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted. The portion of amounts in this column that have been reported in prior year Summary Compensation Tables is as follows: (i) for the 2009 GIP, Mr. Richardson – $122,455 and Mr. Oliver – $47,902; and (ii) for the 2008 Deferred Plan, Mr. Sutton – $409,549.

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•	a lump sum payment equal to up to two times the sum of:

▪	the names executive officer’s then current annualized base salary, and

▪	the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash bonuses paid by the Company to the named executive officer for the three fiscal years preceding the date of termination; and

•	group health and dental coverage for the named executive officer and his or her dependents for a period of up to two years following the date of termination.

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(1)	Paid pursuant to the Severance Plan and change in control agreements, as applicable and discussed above.

(2)

Time-based RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.

(3)

Upon a change in control, 2016 / 2017 / 2018 PRSUs vest at the greater of target or estimated actual performance (200% for 2016 and 2017 and target performance for 2018 has been assumed) if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.

(4)	None of the named executive officers is entitled to any tax gross-up upon a change-in-control.

(5)

Represents reimbursement of premiums for 18 months for Messrs Rohr, Sutton and Edwards, 24 months for Mr. Richardson and Ms. Jurecka, and 12 months for Mr. Oliver, of medical and dental coverage continuation upon a change in control as applicable, and the payment of COBRA premiums for a period of one year (18 months for Mr. Rohr) from the date of termination under our Severance Plan, each based on 2019 rates.

(6)	Upon termination by the Company without cause, each executive is entitled to up to $16,200 in outplacement services.

(7)

The executives’ change in control agreements provide for a “best net” feature which would reduce the parachute payments to the safe-harbor limit if it is more financially advantageous to the executive on an after-tax basis (taking into consideration federal, state and local income taxes, and the imposition of the excise tax). In the event it is more advantageous for the executive’s payments to be reduced, the Company shall reduce or eliminate the payments by first reducing or eliminating those payments which are not payable in cash and then by reducing or eliminating cash payments in each case in reverse order of when they would have otherwise been paid.

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Restrictive and Cooperating Covenants: Mr. Edwards agreed (1) for a period of two years after the Separation Date not to compete with the Company, or to solicit or hire former employees of the Company, and (2) to keep information concerning the Company confidential. Mr. Edwards agreed to cooperate with the Company as necessary after the Separation Date, including being available for conference calls and assisting with pending litigation and claims.

•	Release: The Agreement also provided for a general release by Mr. Edwards of any and all claims that he may have against the Company.

•

Vesting and Settlement of Equity Awards: Mr. Edwards’ outstanding equity awards generally were forfeited in accordance with their terms upon the Separation Date.  However, to facilitate a smooth transition of his role and as consideration for the covenants and release described above, the management and compensation committee agreed to permit pro rata vesting of the final tranche of a time-vesting RSU award originally granted to him in 2017 when he was first hired.

•

Pension, Welfare and Other Benefits: Mr. Edwards was entitled to continue participation in the Company’s welfare benefit plans until January 31, 2019, and was entitled to receive two months of Company-paid health and dental coverage via COBRA. Mr. Edwards will continue to be entitled to his accrued benefits under the Company’s employee benefit and pension plans and policies in which he participates, independent of the Agreement. Mr. Edwards was entitled to receive the 2018 annual incentive plan bonus which he had earned by virtue of his service through December 31, 2018, payable in March 2019.

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•	the median of the annual total compensation of all employees of our company (other than our CEO), was $81,180; and

•	the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $12,514,160.

•	based on this information, the ratio of the annual total compensation of Mr. Rohr, our CEO, to the median of the annual total compensation of all employees was 154 to 1.

•	We selected November 1, 2017 as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations.

•

We determined that, as of November 1, 2017, our employee population for pay ratio disclosure purposes consisted of approximately 7,597 individuals. We did not exclude any employees working outside of the U.S. and we did not use any statistical sampling techniques. However, we did exclude approximately 349 employees formerly employed by Nilit Plastics, who became our employees as a result of an acquisition that closed on May 3, 2017.

•	To identify the median employee from our employee population, we used total compensation reflected in our payroll records as reported to the various taxing authorities, generally consisting of salary, wages, overtime, bonus, health and welfare benefits, and long-term incentive taxable compensation for those employees.

•	In making these determinations, we annualized the compensation of all permanent employees who were hired in 2017 but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee.

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(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.

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eliminate from such Section 7.3 (i) the currently inoperative clause under which the Company’s stockholders could remove directors of the Company with or without cause upon the affirmative vote of a majority in the voting power of all shares entitled to vote generally in the election of directors (the “Voting Power”) and (ii) the clause that provided that when Blackstone was not the beneficial owner of at least 50.1% of the Voting Power, the stockholders could remove directors “only for cause” and upon an affirmative vote of at least 80% of the Voting Power (the “Subject Clauses”); and

•	provide that the stockholders of the Company may remove any or all of the Company’s directors without cause, as well as with cause, upon the affirmative vote of at least 80% of the Voting Power (collectively, the “Amendment”).

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated January 28, 2019 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 28, 2019.

(2)	Excludes accelerated depreciation and amortization expense, which amounts are included in Certain items above.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated January 28, 2019 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 28, 2019.

(2)	The adjusted effective tax rate is 14% for the year ended December 31, 2018 and 16% for the year ended December 31, 2017, as detailed in the Adjusted Tax Rate table below.

(3)	The year ended December 31, 2018 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of (3.9)% vs. expected plan asset returns of 6.7%. The year ended December 31, 2017 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 10.5% vs. expected plan asset returns of 7.3%.

(4)	Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

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(1)	Such as changes in tax laws (including US tax reform), deferred taxes on outside basis differences, changes in uncertain tax positions and prior year audit adjustments.

(2)

Reflects the tax impact on pre-tax adjustments presented in Certain Items, which are excluded from pre-tax income for adjusted earnings per share purposes. Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated January 28, 2019 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on January 28, 2019.

(3)	Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations, excluding other charges and adjustments.

(4)	Tax impacts related to full-year forecasted tax opportunities and related costs.

(1)	Free cash flow is a liquidity measure used by the Company and is defined by the Company as net cash provided by (used in) operating activities, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to Mitsui & Co., Ltd. related to our joint venture, Fairway Methanol LLC.

(2)	Excludes required debt service and capital lease payments of $63 million and $27 million for the years ending December 31, 2018 and 2017, respectively.

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