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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;

•	meets regularly with the Chairman and CEO;

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•	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 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 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 ability to attend and voice opinions at the annual meeting of stockholders (see page 91);

•	a dedicated annual meeting page on our website (see page 93);

•	a majority voting standard (see page 17);

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•	the annual advisory vote to approve executive compensation (see page 34);

•	annual election of directors (phased in through 2019) (see page 9);

•	the commitment to thoughtfully consider stockholder proposals submitted to the Company (see page 93); and

•	the ability to direct communications to individual directors or the entire board (see page 93).

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(1)

Ms. Walters retired during 2017 under our director retirement guideline. Therefore, the information above reflects her service on the board through April 20, 2017. Mr. Parry resigned during 2017 for health reasons. 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 2017 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 1,601 RSUs granted to each non-management director (1,865 RSUs for Mr. Fowler and Mr. Parry, which included a prorated amount of RSUs for time served from their election to April 2017) in April 2017 under the Company’s 2009 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, 2017. As of December 31, 2017, each non-management director listed in the table owned 1,601 RSUs, except Ms. Walters, who held no RSUs, and Mr. Parry, who held 668 RSUs.

(4)	The Company has not granted stock options to directors since 2007. As of December 31, 2017, no persons serving as a non-management director held any stock options.

(5)	Deferrals by directors under the 2008 Deferred Compensation 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 2017.

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*	Less than 1% of shares.

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(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 exercise of options or vesting of restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.

(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 20, 2018, and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options granted under the 2009 GIP that have vested or will vest within 60 days of February 20, 2018, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of February 20, 2018. Does not include (i) units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 6,354 equivalent shares, Mr. Brown – 2,255 equivalent shares, Mr. Galante – 5,813 equivalent shares, Mr. Ihlenfeld – 5,813 equivalent shares, and Mr. Wulff – 17,523 equivalent shares, and (ii) the portion of long-term incentive plan PRSU or RSU awards that previously vested but remain subject to a 7-year hold requirement as follows: Mr. Jensen – 1,220 equivalent shares, and Mr. Oliver – 444 equivalent shares.

(3)

On February 8, 2018, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 4 to Schedule 13G with the SEC reporting beneficial ownership of 11,797,038 shares of Common Stock as of December 31, 2017, with sole voting power over 103,794 shares, shared voting power over 29,508, sole dispositive power over 11,666,570 shares and shared dispositive power over 130,468 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4)	On February 13, 2018, Dodge & Cox filed an Amendment No. 7 to Schedule 13G with the SEC reporting beneficial ownership of 10,962,170 shares of Common Stock as of December 31, 2017, with sole voting power over 10,312,968 shares and sole dispositive power over 10,962,170 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(5)	On February 14, 2018, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 8 to Schedule 13G with the SEC reporting beneficial ownership of 9,768,727 shares of Common Stock as of December 31, 2017 with sole voting power and sole dispositive power over such shares. The address of Capital Research is 333 South Hope Street, Los Angeles, CA 90071.

(6)	On February 1, 2018, BlackRock, Inc. (“BlackRock”) filed a Schedule 13G with the SEC reporting beneficial ownership of 7,108,708 shares of Common Stock as of December 31, 2017, with sole voting power over 6,163,720 shares and sole dispositive power over 7,108,708 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(7)	Listed alphabetically. Except as set forth in the footnotes below, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

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

(9)	Includes beneficial ownership of Common Stock by Mr. Jensen of 1,063 equivalent shares in the Celanese Stock Fund under the CARSP as of February 20, 2018. 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.

(10)	Excludes shares held by Mr. Quarles and Mr. Jensen, who ceased employment with the Company on December 31, 2017 and March 2, 2018, respectively. Does not include 298,982 PRSUs (at target or actual performance for completed awards) held by our current executive officers as of February 20, 2018 subject to future performance and vesting conditions.

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•	The Company filed one Form 4 late on behalf of Scott M. Sutton, our Chief Operating Officer, which related solely to the rebalancing of investments in the Celanese Stock Fund in our Deferred Compensation Plan.

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

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

•	align performance with the creation of long-term stockholder value and returns; and

•	reward 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)	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, and a contract termination payment of $177 million in 2015. 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.

(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.

(5)	During 2017, our Materials Solutions core was comprised of our Advanced Engineered Materials and Consumer Specialties segments.

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•	We generated net earnings of $843 million in 2017, down 6.3%, primarily due to a higher GAAP tax rate in 2017, while Adjusted EBIT(4) was $1.36 billion in 2017, up 6.1% from 2016.

•	GAAP diluted earnings per share was $6.19, flat year over year, while adjusted earnings per share(1) for 2017 was $7.51, an increase of 13.6% over 2016 and a record, primarily due to an increase in product pricing, volume growth, productivity initiatives and a reduction in outstanding share count.

•	Cumulative total stockholder return(2) over the prior one-, three- and five-year periods was 38.5%, 89.1% and 161.4%, respectively. Our returns exceeded the S&P Index in all three periods.

•	Our cash flow from operations was $803 million, down 10.1% from 2016, while our free cash flow(2) was $509 million, down 18.3% from 2016. However, free cash flow was $825 million in 2017 before taking into account a $316 million voluntary contribution to our U.S. pension plans.

•	During 2017, we returned a record $741 million to stockholders:

◦	We increased the rate of our quarterly cash dividend per share by 27.8% and paid an aggregate of $241 million in cash dividends. We have paid cash dividends for 51 consecutive quarters and the compound rate of increase in the dividend per share has been approximately 35.7% since 2009.

◦	We repurchased $500 million of our Common Stock under our announced share repurchase program.

◦	We have returned $2.8 billion to stockholders since 2012 in the form of cash dividends on Common Stock and share repurchases.

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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)	Plan frozen as of December 31, 2013 except for interest accruals. See “2017 Pension Benefits Table”.

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•	Manage capital expenditures while assuring a successful Clear Lake total site outage / turnaround;

•	Further develop pipeline management for the Advanced Engineered Materials segment;

•	Increase safety awareness;

•	Make employee engagement more purposeful, operational and effective as the Company continues to build a diverse and inclusive culture; and

•	Expand our corporate responsibility in the areas of community outreach and volunteerism.

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•	Executing on all aspects of the financial plan which led to record setting levels of adjusted earnings per share;

•	Returned $741 million to stockholders through dividend increases and repurchases of shares, together with annual total stockholder return of 38.5%;

•	Onboarded a new general counsel and chief human resources officer;

•	Added a new director to the board;

•	Substantially integrated two acquisitions;

•	Held top managers accountable to take leadership roles in creating a strong culture of diversity and inclusion;

•	Initiated a global career framework, which allows employees to progress in various roles throughout the organization

•	Established a global charter for employee resource groups;

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

•	Grew pipeline closes by 61% to 2,232 in the Advanced Engineered Materials segment; and

•	Increased volunteerism across Celanese with employees investing over 170,000 hours of their time in the communities we work and live in.

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(1)

For purposes of calculating the 2017 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 $1.278 billion.

(2)

For purposes of calculating the 2017 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 2017.

(3)	For purposes of calculating the 2017 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 2017 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 2017 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 (2017-2019) to the Adjusted EPS for fiscal 2016. The cumulative measure incorporates long-term compound annual growth rates determined by the compensation and management development committee.

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(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 shareholder capital.

(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.

•	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.

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•	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 $94.04, the average of the 2017 high and low share prices, and total salary paid during 2017.

(2)	Mr. Edwards is on track for compliance with the ownership guideline by the January 2022 deadline, based on his hire date.

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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, 2017. Mr. Jensen was elected Executive Vice President effective February 14, 2017 and resigned from the Company on February 15, 2018 after a leave of absence. Mr. Sutton was elected Chief Operating Officer effective March 15, 2017. Until September 2017, Mr. Quarles served as our Executive Vice President and President, Acetyl Chain and Integrated Supply Chain, after which time he assisted in the transition of the management responsibilities for the Company’s Acetyl Chain and integrated supply chain businesses until his departure from the Company upon the close of business on December 31, 2017. Mr. Edwards joined the Company in January 2017. Mr. Oliver served as our acting Chief Financial Officer from October 2017 until the appointment of the new Chief Financial Officer, and remains our Chief Accounting Officer. Information is not provided for years prior to 2016 for Mr. Oliver because he was not an executive officer prior to 2016.

(2)	Mr. Quarles’ offer letter provided for a sign-on cash payment in the amount indicated within 30 days of his start date.

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(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 2017, 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, 2017. Additional information regarding PRSUs and RSUs granted to the named executive officers during 2017 is set forth in note 8 below and in the “2017 Grants of Plan-Based Awards Table” on a grant-by-grant basis.

(4)	No stock options were granted during the fiscal year ended December 31, 2017.

(5)	Includes 2017 Annual Incentive Plan award cash payouts with respect to 2017 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 “2017 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 3.54% for 2017. The discount rate in 2016 was 3.95% and the rate in 2015 was 4.2%. The values shown assume retirement from the CARPP and the CASRPP (as applicable) at age 65 with a life only benefit.

(7)	The amounts reported in this column with respect to fiscal 2017 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 2015 to Mr. Quarles includes sign-on equity awards that, in part, replaced lost equity awards when he joined the Company.

(10)	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)

2017 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 2017 as set forth in the “Salary” column in the “2017 Summary Compensation Table”. See “Compensation Discussion and Analysis – 2017 Compensation Decisions – Annual Incentive Plan Awards” for additional information.

(2)	2017 LTIP. PRSUs representing the 2017 LTIP were awarded under the 2009 GIP and vest on February 15, 2020, 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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(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 2016 PRSUs, and at an assumed target performance (100%) for the 2017 PRSUs, multiplied by the closing stock price on December 29, 2017, the last trading day in 2017. Actual performance and payout value may vary. For time-based RSUs (including the 2015 PRSUs that were earned based on performance at 34% 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, 2017 multiplied by the closing stock price on December 29, 2017.  Actual payout value may vary.

(3)	Subject to a hold requirement upon exercise.

(4)	The February 4, 2015 time-vesting RSUs vest 33% on February 4, 2016 and 2017, and 34% on February 4, 2018; the June 1, 2015 time-vesting RSUs vest 33% on June 1, 2016 and 2017 and 34% on June 1, 2018; and the July 21, 2015 time-vesting RSUs vest on July 21, 2018.

(5)	Represents PRSUs granted in February 2015 under our 2015 LTIP adjusted for actual performance at 34% as described above. The amount shown of the PRSUs will vest on January 1, 2018.

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

(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 PRSUs granted in February 2016 under our 2016 LTIP at an assumed superior performance (200% of target). These PRSUs vest 100% on February 15, 2019 subject to adjustment (0-200% of targeted amount shown) based on Company performance in 2016 -2018 against pre-established performance measures.

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

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

(11)	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, see “2017 Compensation Decisions – Long-Term Incentive Compensation” above.

(12)	Represents PRSUs granted in February 2017 under our 2017 LTIP at 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. For additional information, see “2017 Compensation Decisions – Long-Term Incentive Compensation” above.

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(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.

(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 2017, which amounts are also included as All Other Compensation in the “2017 Summary Compensation Table”.

(2)

Amounts in this column for the CASRSP and the 2008 Deferred Compensation Plan (“2008 Deferred Plan”) represent earnings during 2017 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

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(3)	Represents the value of shares issued, and accumulated dividends paid in cash, during 2017 from outstanding RSUs and/or PRSUs that were previously vested but remained subject to a hold requirement until 2017. None of the amounts in this column were reported as compensation in the “2017 Summary Compensation Table”.

(4)

Amounts in this column for the CASRSP do not include contributions credited for 2017 (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, 2017, 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. Jensen – $384,026 and Mr. Oliver – $62,352; and (iii) for the 2008 Deferred Compensation Plan, Mr. Sutton – $231,688.

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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, 2015 performance-based RSUs (“PRSUs”) vest based on actual performance (34% of target) and 2016/2017 PRSUs vest at the greater of target or estimated actual performance (170% for 2016 and target performance for 2017 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.

(5)	Represents reimbursement of premiums for 18 months (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 2018 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. Quarles 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. Quarles 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. Quarles of any and all claims that he may have against the Company.

•

Vesting and Settlement of Equity Awards: By virtue of the terms of Mr. Quarles’ existing equity awards and his agreement with the Company, Mr. Quarles vested in a pro rata portion of all RSUs outstanding on the Separation Date, and the portion of the 2015 PRSU outstanding on the Separation Date, to be settled in accordance with the settlement provisions contained in the respective award agreements. The portion of his equity awards that were not previously vested or vested in connection with his separation were forfeited as of the Separation Date.

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Pension and Welfare Benefits: Mr. Quarles was entitled to continue participation in the Company’s welfare benefit plans until December 31, 2018, and was entitled to receive six months of Company-paid health and dental coverage via COBRA. Mr. Quarles 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.

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•	the median of the annual total compensation of all employees of our company (other than our CEO), was $75,928; and

•	the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $11,919,628.

•	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.

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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 use 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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•	Limitation on terms of stock options and SARs. The maximum term of stock options and stock appreciation rights, or SARs, is ten years.

•	No repricing or grant of discounted stock options or SARs. The 2018 Plan does not permit the repricing of options or SARs either by amending an existing award or by substituting a new award at a lower price. The 2018 Plan prohibits the granting of stock options or SARs with an exercise price less than the fair market value of the Common Stock on the date of grant.

•	Clawback. Awards granted under the 2018 Plan are subject to the Company’s compensation recovery (“clawback”) policy.

•	No single-trigger acceleration. Under the 2018 Plan we do not automatically accelerate vesting of awards in connection with a change in control of the Company.

•	Dividends. We do not pay dividends or dividend equivalents on stock options or SARs. We also do not pay dividends or dividend equivalents on unvested shares of restricted stock or restricted stock units (time-vesting or performance-vesting) except to the extent the award vests.

•	Award Limits. Even though no longer required by tax law, the 2018 Plan provides for individual award limits on stock options, SARs and certain performance awards. The 2018 Plan also contains annual limits on the amount of awards that may be granted to non-employee directors.

•	Stock options outstanding: 34,140

•	Weighted average exercise price of outstanding stock options: $45.56

•	Weighted average remaining contractual term of outstanding stock options: 1.22 years

•	Time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) outstanding: 1,303,693

•	Total shares of common stock outstanding as of the February 20, 2018 record date (excluding 2,350,786 shares held by affiliates and ineligible to vote): 135,823,207

•	Shares available for grant under the Prior Plan: 4,708,721 shares (assuming PRSUs at maximum payout).

•	If the 2018 Plan is approved, no shares will be available for grant from the Prior Plan after the effective date, and the only shares available for grant will be the 2,500,000 new shares, plus shares authorized under the Prior Plan transferred to the new 2018 Plan (less any shares granted under the Prior Plan after February 20, 2018 and before the effective date of the 2018 Plan).

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Employees. Under the 2018 Plan, participants may not be granted (i) stock options or SARs in any calendar year for more than 1,000,000 shares and (ii) restricted stock and RSUs granted as performance awards in any calendar year for more than 1,000,000 shares. There is no limit on the number of shares of restricted stock or RSUs not granted as performance awards that may be granted in any calendar year.  The maximum dollar value granted as a cash incentive award under the 2018 Plan to any participant for any calendar year may not exceed $20.0 million.

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Non-Employee Directors. No share-based awards may be granted under the 2018 Plan during any one year to a non-employee director that exceed, together with any cash compensation received for such service, $750,000, based on the grant date fair value for accounting purposes in the case of stock options or SARs and based on the fair market value of the common stock underlying the award on the grant date for other equity-based awards. The 2018 Plan permits disinterested members of the Board to make individual exceptions to this limit for a non-executive Chair of the Board or in other extraordinary circumstances.

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Stock Options. Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price (the exercise price), subject to the terms and conditions of the stock option grant. The Committee may grant either incentive stock options, which must comply with Section 422 of the Internal Revenue Code, or nonqualified stock options. The Committee sets exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the Common Stock on the date of grant (excluding stock options granted in connection with assuming or substituting stock options in acquisition transactions). Unless the Committee determines otherwise, fair market value means, as of a given date, the average of the high and low sales price of the Common Stock on such day (or, if there are no reported sales on such date, then on the last date prior to such date on which there were sales). (The fair market value of a share of our Common Stock as of February 28, 2018 was $102.44.) At the time of grant, the Committee determines the terms and conditions of stock options, including the quantity, exercise price, vesting periods, term (which cannot exceed ten years) and other conditions on exercise.

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Stock Appreciation Rights. The Committee may grant SARs, as a right in tandem with the number of shares underlying stock options granted under the 2018 Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR. The grant price of a tandem SAR is equal to the exercise price of the related stock option and the grant price for a freestanding SAR is determined by the Committee in accordance with the procedures described above for stock options. Exercise of a SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a freestanding SAR cannot exceed ten years, and the term of a tandem SAR cannot exceed the term of the related stock option.

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Restricted Stock and Restricted Stock Units. The Committee may grant awards of restricted stock, which are shares of Common Stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the Common Stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Committee. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the Committee.

•	Performance Awards. Performance awards are awards of restricted stock, RSUs or cash incentives that are granted, become vested or are otherwise conditioned on the achievement of certain performance conditions. The Committee has discretion to select any performance criteria for performance awards, which may include any of the following:

◦	cash flow (before or after dividends) or cash from operations;

◦	earnings, profit or income measures or earnings per share;

◦	stock price (including, but not limited to, growth measures and total stockholder return);

◦	cost control measures, expense targets, productivity and ratios thereof;

◦	improvement of financial ratings;

◦	return measures (including, but not limited to, return on assets, net assets, capital, investment, invested capital, equity, sales or revenue);

◦	market share or market capitalization;

◦	economic value added;

◦	debt levels or reduction or leverage (debt to capital);

◦	revenue or revenue growth;

◦	balance sheet metrics;

◦	operating margin, profit margin or other margin metrics;

◦	return on operating revenue or operating ratio;

◦	successful completion of, or achievement of milestones or objectives related to, financing or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnership or other transactions;

◦	implementation, completion or attainment of measurable objectives with respect to recruitment or retention of personnel or employee satisfaction;

◦	operating revenue or efficiency;

◦	bookings or backlog;

◦	customer metrics;

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◦	working capital targets;

◦	environmental, health and/or safety goals;

◦	strategic initiatives or sustainability metrics (including, but not limited to, corporate governance, consumer advocacy, enterprise risk management, employee development and portfolio restructuring);

◦	such other metrics similar to the foregoing determined by the board or the Committee for a specific award or group of awards; and/or

◦	derivations of any of the foregoing business criteria (e.g., income includes pre-tax income, net income, or operating income).

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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 25, 2018 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 25, 2018.

(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 25, 2018 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 25, 2018.

(2)	The adjusted effective tax rate is 16% for the year ended December 31, 2017 and 17% for the year ended December 31, 2016, as detailed in the Adjusted Tax Rate table below.

(3)	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%. The year ended December 31, 2016 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 6.9% 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 25, 2018 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 25, 2018.

(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 $27 million and $56 million for the years ending December 31, 2017 and 2016, respectively.

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