UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 9, 2024 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 9, 2024, Celanese Corporation (the “Company”) announced that the Company’s Board of Directors (the “Board”) appointed Scott A. Richardson as Chief Executive Officer and President of the Company and elected Edward G. Galante, an independent member of the Board, to the position of Chair of the Board, in each case, effective as of January 1, 2025 (the “Transition Date”).
Lori J. Ryerkerk will step down from the Board and no longer serve as Chief Executive Officer and President of the Company, in each case effective immediately prior to the Transition Date.
The Board elected Mr. Richardson to the Board to fill the vacancy created by Ms. Ryerkerk’s departure, also effective as of the Transition Date. Mr. Richardson will not serve on any of the Board’s committees when he begins Board service.
Mr. Richardson has been the Executive Vice President & Chief Operating Officer of the Company since November 2023 after serving as Executive Vice President & Chief Financial Officer of the Company since February 2018. Before that, he was senior vice president of the Engineered Materials business since December 2015, where he had global responsibility for strategy, product and business management, planning and portfolio development, and pipeline management. Previously, Mr. Richardson served as vice president and general manager of the Acetyl Chain since 2011. He has served in several other Celanese roles including global commercial director, Acetyls; manager of Investor Relations; business analysis manager, Acetyls; and business line controller, Polyols and Solvents. Mr. Richardson joined Celanese in 2005. Before joining Celanese, he held various finance, operational and leadership roles at American Airlines. Mr. Richardson earned a Bachelor of Arts degree in Accounting from Westminster College, and a Master of Business Administration from Texas Christian University.
Mr. Richardson, age 48, has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between him and any other person pursuant to which he was elected as director required to be disclosed pursuant to Item 401(b) of Regulation S-K, and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.
Compensatory Arrangements of Certain Officers
On December 9, 2024, the Compensation and Management Development Committee (the “Committee”) of the Board approved Mr. Richardson’s revised compensation terms providing for an annual base salary of $1,150,000 and a 2025 target annual bonus opportunity of 125% of base salary effective as of the Transition Date. His target annual equity grant for fiscal year 2025 will have a grant date value of approximately $7,500,000 to be granted in February 2025, in the form of 70% performance shares (vesting based on performance over a three-year performance period) and 30% non-qualified stock options (vesting in equal annual installments over three years). The Committee also approved changes to Mr. Richardson’s Executive Change in Control Agreement to increase the severance payout from 2.0 to 3.0 times base salary and a computed bonus and update the “Executive’s Incumbent Position” to be that of Chief Executive Officer.
The Company expects to enter into a separation agreement with Ms. Ryerkerk pursuant to which she will receive severance benefits under the Company’s Executive Severance Benefits Plan, her outstanding time-based equity awards will vest and a pro-rata portion of her outstanding performance-based restricted stock units will remain outstanding and eligible to vest based on attainment of the applicable performance goals over the relevant performance periods.
The foregoing summary of the above changes and compensatory arrangements does not purport to be complete and is qualified in its entirety by reference to the full text of the documents, as applicable, copies of which are attached as exhibits hereto.
A copy of the press release announcing the above-referenced matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
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Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
| Exhibit Number |
||
| Description | ||
| 10.1 | Offer Letter, dated December 9, 2024, between Celanese Corporation and Scott A. Richardson | |
| 10.2 | Amended and Restated Change in Control Agreement between Celanese Corporation and Scott A. Richardson | |
| 99.1 | Press Release dated December 9, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELANESE CORPORATION | ||
| By: | /s/ Ashley B. Duffie | |
| Name: | Ashley B. Duffie | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
| Date: | December 9, 2024 | |
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