Deborah Kissire
Director at CE
Board
About Deborah J. Kissire
Deborah J. Kissire, age 67, has served as an independent director of Celanese since 2020. She is the Audit Committee Chair and a member of the Nominating and Corporate Governance Committee; the Board has designated her as an Audit Committee Financial Expert based on her finance and audit background as former Vice Chair and Regional Managing Partner at Ernst & Young (EY). She holds a BBA in Accounting from Texas State University and is a former CPA.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Vice Chair and Regional Managing Partner; member of Americas Executive Board and Global Practice Group; U.S. Vice Chair of Sales and Business Development; other leadership roles | 1979–2015 | Led strategic initiatives, acquisitions, governance and branding; executive advisor on EY’s Cyber Economic Security offering |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axalta Coating Systems Ltd. (NYSE: AXTA) | Director | Since 2016 | — |
| Omnicom Group Inc. (NYSE: OMC) | Director | Since 2016 | — |
| Cable One Inc. (NYSE: CABO) | Director | Since 2015 | — |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member. The Audit Committee comprises independent directors; Kissire is an SEC-defined “Audit Committee Financial Expert.”
- Audit Committee oversight: Directly oversees accounting/reporting practices, financial statement integrity, internal controls/compliance, auditor independence and performance; may retain advisors at the company’s expense.
- Engagement/attendance: In 2024 the Board held 6 meetings and committees held 23; overall attendance exceeded 99%, and all incumbent directors attended at least 75% of Board and applicable committee meetings.
- Independence: The Board affirmatively determined Kissire and 11 other directors are independent under NYSE listing standards and company independence standards.
- Audit Committee report: As Chair, Kissire signed the Audit Committee report dated February 12, 2025 recommending shareholder ratification of KPMG LLP as independent auditor for fiscal 2025.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Audit Committee of independent directors; Kissire designated “Financial Expert” |
| Nominating & Corporate Governance | Member | 4 | Oversees director nominations, governance guidelines, board evaluations, and director pay review |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | Includes annual retainer and chair fees as applicable |
| Total Director Compensation | $324,853 | Sum of cash fees and stock awards |
Performance Compensation
| Award Type | Grant Date | Units | Grant Date Fair Value | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2024 | 1,114 | $156.96 per RSU | Directors’ annual RSUs under 2018 GIP; fair value based on average of high/low NYSE price discounted for lack of dividend participation |
| Deferred Compensation | 2024 activity | — | — | Directors may defer cash and RSUs via the unfunded 2008 Deferred Compensation Plan; Kissire had contributions/balances in 2024; no above‑market earnings |
No director options or performance-vested equity awards are disclosed for non-management directors; director equity is delivered in RSUs with annual grants.
Other Directorships & Interlocks
| Company | Sector | Start Year | Potential Interlock Notes |
|---|---|---|---|
| Axalta Coating Systems Ltd. | Coatings | 2016 | Board independence determinations consider ordinary-course business relationships; amounts did not exceed greater of $1,000,000 or 2% of counterparties’ revenues and qualified under categorical independence standards |
| Omnicom Group Inc. | Marketing/Communications | 2016 | See independence framework note above |
| Cable One Inc. | Cable/Internet | 2015 | See independence framework note above |
Expertise & Qualifications
- Finance and Audit: 35+ years at EY in senior leadership roles; deep expertise in financial reporting, balance sheet/cash management, and risk oversight.
- Governance/Risk: Experience implementing enterprise risk management and internal controls; advisory experience in cyber economic security.
- Strategic planning: Led major firm initiatives and acquisitions; governance and branding programs.
Equity Ownership
| As of Date | Common Stock Beneficially Owned | Rights to Acquire (RSUs) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| March 1, 2025 | 100 | 1,114 | 1,214 | * (less than 1%) |
RSU holdings reflect annual director grants (1,114 RSUs granted in May 2024).
Celanese prohibits hedging or pledging of Company stock; directors are subject to rigorous stock ownership requirements.
Governance Assessment
- Board effectiveness: As Audit Chair and a designated Financial Expert, Kissire anchors financial reporting oversight and auditor engagement, signing the 2025 Audit Committee report; committee charters empower retention of independent advisors, supporting robust oversight.
- Independence and conflicts: The Board’s independence review affirmed Kissire’s independence; related-party transaction policy mandates Audit Committee approval and excludes immaterial relationships, with no interested transactions approved or required in 2024.
- Alignment and incentives: Director pay mixes cash retainer/chair fees with equity RSUs (2024 RSU grant: 1,114 units), with optional deferral through the 2008 plan; company maintains clawback policies and prohibits hedging/pledging, reinforcing shareholder alignment.
- Attendance and engagement: 2024 attendance exceeded 99% overall; all directors met the 75% attendance threshold, and the Board holds regular executive sessions of independent directors—supportive of effective oversight and investor confidence.
Red flags: None identified in 2024 for Kissire—no related party transactions; independence affirmed; prohibitions on hedging/pledging in place; director service within governance limits (Board policy caps public boards and applies stricter limits for sitting CEOs; Board reviews outside commitments).