Bruce Chinn
Director at CE
Board
About Bruce E. Chinn
Bruce E. Chinn is an independent director of Celanese (CE) with deep chemicals and petrochemicals operating experience, designated as a financial expert on the Audit Committee. He joined the Board effective September 15, 2024, is age 67, and holds a B.S. in Chemical Engineering from Texas A&M University . His background includes President & CEO of Chevron Phillips Chemical (2021–2024), President of Chevron Oronite (2018–2020), leadership roles at Chevron (2006–2018), Invista (2004–2005), and DuPont (1978–1997) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Phillips Chemical Company LLC | President & CEO | 2021–2024 | Led global petrochemical operator; governance and risk oversight experience |
| Chevron Oronite | President | 2018–2020 | Led global lubricant and additives business; operational focus |
| Chevron Corporation (NYSE: CVX) | Various operational and leadership roles | 2006–2018 | Operational, manufacturing, and business roles focused on performance and safety |
| Invista | Plant Manager | 2004–2005 | Manufacturing leadership |
| DuPont (NYSE: DD) | Various manufacturing, technical, commercial and business leadership roles | 1978–1997 | Broad manufacturing and business leadership in chemicals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Waste Management Inc. (NYSE: WM) | Director | Since 2023 | Current public company directorship |
| Chevron Phillips Chemical Company LLC | Director | 2021–2024 | Affiliation concurrent with CEO role |
| AIChE Foundation Board of Trustees | Director | Not disclosed | Professional association leadership |
| Texas A&M Association of Former Students | Board Member | Not disclosed | Alumni association role |
| American Chemistry Council | Former Director | Not disclosed | Industry association |
| Alliance to End Plastic Waste | Former Executive Committee | Not disclosed | Sustainability/industry initiative |
Board Governance
- Independence: The Board affirmatively determined Mr. Chinn is independent under NYSE and company standards .
- Committee assignments: Audit Committee (member) and Stewardship Committee (member); designated Financial Expert .
- Attendance: In 2024, Board held six meetings and committees held 23; overall attendance above 99%, and all incumbent directors met at least the 75% attendance threshold across Board and committee meetings .
- Engagement: Independent directors hold executive sessions at each regularly scheduled Board meeting without management present .
- Director nomination: Identified through Lori Ryerkerk, former CEO/Chair, and elected September 2024; Board endorsed re-election at the 2025 Annual Meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Financial Expert | 8 |
| Stewardship | Member | 4 |
Fixed Compensation
- Structure (2024): Annual cash retainer $125,000; annual time-based RSUs $175,000; chair fees: Audit $25,000, CMDC $20,000, NCG $15,000, Stewardship $15,000; Lead Independent Director fee $40,000 (updated July 2024). Effective Jan 1, 2025, independent Chair receives $75,000 cash and $100,000 time-based RSUs .
| Component | Amount (USD) |
|---|---|
| Annual cash retainer (paid quarterly) | $125,000 |
| Annual time-based RSUs (one-year vest) | $175,000 |
| Chair fee – Audit | $25,000 |
| Chair fee – CMDC | $20,000 |
| Chair fee – NCG | $15,000 |
| Chair fee – Stewardship | $15,000 |
| Lead Independent Director fee (2024) | $40,000 |
| Independent Chair (2025) – cash | $75,000 |
| Independent Chair (2025) – RSUs | $100,000 |
| Bruce E. Chinn – 2024 | USD |
|---|---|
| Fees Earned or Paid in Cash | $5,435 |
| Stock Awards (grant-date fair value) | $109,355 |
| Total | $114,790 |
- Perquisites & reimbursements: Directors reimbursed for Board-related expenses; occasional use of company aircraft for Board travel; generally no perquisites beyond small gifts and retirement gifts .
- Deferred compensation: Non-management directors may defer cash and RSUs under the 2008 Deferred Compensation Plan; Chinn did not make contributions in 2024 (participants listed exclude Chinn) .
Performance Compensation
- Equity award form: Time-based RSUs with one-year vesting; no options for non-employee directors as part of standard annual grants .
- 2024 grant details for Chinn: 910 RSUs granted September 2024, prorated from his September 15, 2024 election through April 2025; fair value per RSU $120.17 (vs. $156.96 for May grants to other directors) .
| Equity Grant Detail (2024) | Value |
|---|---|
| RSUs granted (Chinn) | 910 |
| Grant timing | September 2024 (prorated from Sept 15, 2024) |
| Grant-date fair value per RSU | $120.17 |
| Vesting | One-year time-based |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Waste Management Inc. (NYSE: WM) | Director | External public board; time commitment assessed under CE guidelines limiting total boards |
| Identification linkage | Nominated via former CE CEO/Chair (Lori Ryerkerk) | Network identification; Board evaluated independence and qualifications |
Expertise & Qualifications
- Chemicals industry experience: Five decades across major chemical and petrochemical companies, with leadership in trade/professional associations .
- Operational excellence and safety: Extensive manufacturing and operational roles at Chevron and DuPont inform oversight of strategy, initiatives, and investments .
- Governance and risk management: Led global companies, overseeing growth while managing risk; experience in identifying, evaluating, and mitigating operational risks .
- Education: B.S., Chemical Engineering, Texas A&M University .
Equity Ownership
| Ownership Category | Shares/Units | Notes |
|---|---|---|
| Common Stock Beneficially Owned | — | No direct common shares |
| Rights to Acquire (within 60 days) | 910 | RSUs/right to acquire common stock |
| Total Beneficial Ownership | 910 | Less than 1% of outstanding shares (*) |
| Hedging/Pledging | None known | Company notes no pledges/hedges for directors/officers listed |
- Director stock ownership guidelines: Non-employee directors must hold CE stock valued at least 5× annual cash retainer ($125,000), i.e., $625,000; newly elected directors have five years to comply and may not sell more than 50% of shares received as compensation during that period. As of December 31, 2024, five recent directors (joined within last five years) had not yet attained the level but were on track by their compliance dates .
Governance Assessment
- Strengths: Independent status; Audit Committee membership with financial expert designation; Stewardship Committee membership; high chemicals operating depth; Board-wide attendance and engagement norms (executive sessions); overall director attendance above 99% in 2024 .
- Compensation alignment: Standard non-employee director mix of cash retainer and time-based RSUs; pro-rata RSU grant upon election reinforces equity exposure; deferred comp availability without above-market earnings; ownership guidelines require meaningful skin-in-the-game within five years .
- Potential conflicts: Board reviewed relationships with entities where directors serve; all were ordinary-course on standard terms, and amounts were below the greater of $1,000,000 or 2% of the other entity’s revenues in each of the last three fiscal years—qualifying under categorical independence standards; no pledging/hedging noted for directors/officers listed .
- Attendance/engagement: All incumbent directors met at least the 75% attendance requirement; independent directors meet in executive sessions at each regularly scheduled Board meeting .
- RED FLAGS: None observed in filings for Chinn—no related-party transactions flagged as material; no pledging; director equity grants are time-based RSUs (no option repricings or tax gross-ups disclosed for directors) .