Ashley Duffie
Senior Vice President, General Counsel and Corporate Secretary at CE
Executive
About Ashley Duffie
Ashley B. Duffie is Senior Vice President and General Counsel of Celanese, appointed effective November 8, 2023, after joining the company in 2007 and holding senior legal and business roles across compliance, litigation, integration, procurement, and APAC leadership; she holds a J.D. from Vermont Law School and a B.B.A. from Southern Methodist University and was 49 at the time of her appointment in November 2023 . Celanese’s executive pay is tightly linked to performance: annual incentives are based on Operating EBITDA, Free Cash Flow, and stewardship metrics, while long‑term PRSUs are tied to Adjusted EPS and ROCE with a relative TSR modifier; the 2022 LTIP paid out 28.8% due to Adjusted EPS below threshold and ROCE above target (14.3%), and the company’s five‑year cumulative TSR is aligned with the Dow Jones US Chemicals Index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Celanese | Vice President & Chief Procurement Officer | Jun 2020 – Nov 2023 | Led procurement strategy and supplier relationships; described by CEO as creating significant value in procurement leadership |
| Celanese (APAC & China) | President & General Counsel | Jan 2019 – Jun 2020 | Led regional legal and business oversight |
| Celanese (APAC & China) | Chief Administrative Officer & General Counsel | Jun 2018 – Jan 2019 | Responsible for regional administration and legal |
| Celanese | Vice President, Integration Management Office | Jun 2017 – Jun 2018 | Led integration programs |
| Celanese | Chief Compliance Officer & Head of Litigation | 2013 – Jun 2017 | Oversaw global compliance and litigation |
| Celanese | Associate General Counsel, Global Litigation & EHS Law | 2007 – 2013 | Corporate litigation and EHS legal work |
External Roles
| Organization | Role | Years | Focus |
|---|---|---|---|
| Haynes and Boone, LLP | Attorney | Prior to 2007 | Environmental law, internal corporate investigations, litigation |
Fixed Compensation
| Item | 2023 Amount | Notes |
|---|---|---|
| Salary (paid 2023) ($) | 455,153 | From 2023 Summary Compensation Table |
| Base salary as of Dec 31, 2023 ($) | 530,000 | Role promotion adjustment reflected in year-end base rate |
| Target Annual Incentive (% of eligible earnings) | 65% | Raised upon 2023 promotion |
| Actual Annual Incentive (paid for 2023) ($) | 298,258 | AIP payout based on 2023 performance |
| Stock awards (grant-date fair value, 2023) ($) | 349,953 | 2023 PRSUs under 2018 GIP |
| Option awards (grant-date fair value, 2023) ($) | 149,985 | 2023 time-based stock options |
| Pension change (2023) ($) | 4,000 | CARPP actuarial change |
| All other compensation (2023) ($) | 60,127 | Includes retirement plan contributions and benefits |
| Present value of accumulated CARPP benefit ($) | 76,000 | As of Dec 31, 2023 |
| Perquisites and benefits (policy highlights) | Reimbursement up to $10,000 for personal financial planning; tax advisory benefits for prior expatriate assignment in China | No tax gross-ups paid to any NEO during 2023 |
Performance Compensation
| Incentive Type | Metric / Design | Weighting | Target / Grant | Actual / Vesting | Payout / Term |
|---|---|---|---|---|---|
| Annual Incentive Plan (2023) | Operating EBITDA; Free Cash Flow; stewardship (injuries, process safety, environmental releases, product quality) | N/A | 65% of eligible earnings target | Paid $298,258 for 2023 | Capped at 200% aggregate payout |
| PRSUs (2023 grant) | Adjusted EPS (earnings) & ROCE (return) over 3 years; TSR modifier ±20% vs Dow Jones US Chemicals Index | 70% EPS; 30% ROCE | 2,999 PRSUs target; grant 2/28/23 | Vest 2/15/2026 | 0–200% payout, modified by relative TSR |
| Stock Options (2023 grant) | Time-based options; value only if stock price > exercise price | N/A | 4,125 options at $116.93; grant 2/28/23 | Vest 33% on 2/15/2024; 33% on 2/15/2025; 34% on 2/15/2026 | 10-year contractual term; Black‑Scholes FV $36.36 per option |
| Company LTIP (2022 award results) | Cumulative Adjusted EPS and ROCE (2022–2024) | 70% EPS; 30% ROCE | EPS threshold $37.50; ROCE target 11.8%–13.8% | EPS actual $33.17 (below threshold); ROCE actual 14.3% | Aggregate payout 28.8% |
Equity Ownership & Alignment
| As of Date | Common Stock Owned | Rights to Acquire (60 days) | Total Beneficial | % Outstanding | Ownership Guidelines | Compliance |
|---|---|---|---|---|---|---|
| Mar 1, 2024 | 13,383 | 1,361 | 14,744 | * (<1%) | 4x base salary for NEOs; 5-year compliance window; PRSUs/options excluded; 60% of time‑based RSUs vesting within 1 year count | On track as of Dec 31, 2023 |
| Pledging/Hedging Policy | — | — | — | — | Robust anti‑hedging and anti‑pledging policies | None of the executive shares are pledged to our knowledge |
Employment Terms
| Scenario (as of Dec 31, 2023) | Cash Severance ($) | Stock Options ($) | RSUs ($) | PRSUs ($) | Welfare Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Voluntary or for Cause | — | — | — | — | — | — | — |
| Involuntary without Cause | 1,537,032 | 88,450 | 87,007 | 788,347 | 27,892 | 16,200 | 2,544,928 |
| Death | — | 88,450 | 87,007 | 534,473 | — | — | 709,930 |
| Disability | — | 88,450 | 87,007 | 534,473 | — | — | 709,930 |
| Retirement | — | — | — | — | — | — | — |
| Change in Control (without termination; assumes awards adversely affected) | — | 158,565 | 103,943 | 1,225,559 | — | — | 1,488,067 |
| Change in Control (with termination) | 1,967,574 | 158,565 | 103,943 | 1,225,559 | 41,838 | — | 3,497,479 |
- Vesting and triggers: Time-based RSUs and options fully vest in a change in control if adversely affected and not replaced; PRSUs vest at target (or greater of target/estimated actual performance for applicable cycles) in such scenario; otherwise double‑trigger applies (must have qualifying termination after change in control to receive benefits) .
- Non‑compete/non‑solicit: Retirement benefits may require a two‑year non‑competition and non‑solicitation covenant with release conditions .
- Clawbacks: Policies exceed SEC/NYSE requirements and can be triggered by financial restatement, breach of business conduct policy, or restrictive covenants; cover annual bonus and all LTI awards .
- Severance plan changes: Effective January 1, 2025, severance for executive officers reduced from 150% to 100% of base salary plus target bonus (CEO 200%→150%) .
- Employment agreements/gross‑ups: No employment agreements or multi‑year guarantees; no change‑in‑control excise tax gross‑ups; no tax gross‑ups on perquisites except relocation/expatriate benefits; none paid in 2023 .
Investment Implications
- Alignment and risk: Duffie’s pay mix is performance‑heavy (PRSUs at 70% of LTI) with rigorous metrics (Adjusted EPS, ROCE) and a relative TSR modifier, plus robust clawbacks and anti‑hedging/pledging—supporting alignment and lowering governance risk .
- Vesting calendar and potential selling pressure: 2023 stock options vest on 2/15/2024, 2/15/2025, and 2/15/2026; 2023 PRSUs vest 2/15/2026—key windows for potential share transactions; options have a 10‑year term, creating long‑dated optionality .
- Ownership and pledging: Beneficial ownership is small (<1%), with no pledging, and she is on track vs 4x salary guidelines—low leverage/pledge risk .
- Severance economics and retention: As of 12/31/2023, an involuntary termination would deliver ~$2.54M total (including equity), while a CIC termination would deliver ~$3.50M; the 2025 reduction in severance multiples lowers future parachute risk and may temper pay‑for‑failure concerns .
- Pay-for-performance outcomes: 2022 LTIP paid 28.8% of target due to EPS underperformance offset by strong ROCE, and five‑year TSR tracks the sector—signals disciplined payout design tied to long‑term value creation .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking: Compensation references a chemicals peer set (e.g., DuPont, Dow, Eastman, Linde, Huntsman, PPG, etc.) and TSR comparisons use the Dow Jones US Chemicals Index .
- Shareholder support: ~99% of votes supported say‑on‑pay at the 2024 Annual Meeting, indicating strong investor endorsement of compensation design .