Edward Galante
Independent Chair of the Board at CE
Board
About Edward G. Galante
Edward G. Galante, age 74, is an independent director of Celanese and serves as the non‑executive Chair of the Board effective January 1, 2025; he has been on the Board since 2013 and holds a B.S. in Civil Engineering from Northeastern University . He previously served as SVP and Management Committee member at Exxon Mobil Corporation (2001–2006) and EVP at ExxonMobil Chemical Company (1999–2001), bringing deep operational, global, and EHS leadership experience relevant to Celanese’s strategy and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Mobil Corporation (NYSE: XOM) | Senior Vice President; Member of Management Committee | 2001–2006 | Oversaw worldwide Downstream, refining & supply, fuels marketing, lubricants & specialties; significant governance/risk experience |
| ExxonMobil Chemical Company | Executive Vice President | 1999–2001 | Led global chemical operations; EHS leadership |
| ExxonMobil | Various management positions | 1972–1999 | Global roles across nearly 200 countries/territories; oversight of >40 refineries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation (NYSE: MPC) | Independent Director | Since 2018 | Service on Sustainability Committee; enhances EHS/energy governance perspective |
| Clean Harbors, Inc. (NYSE: CLH) | Independent Director | Since 2007 | Chair of EHS Committee; CE notes routine purchases from Clean Harbors (not material) |
| Linde plc (Nasdaq: LIN) | Former Independent Director | 2018–2023 | Industrial gases board experience post Praxair-Linde combination |
| Praxair, Inc. (NYSE: PX) | Former Independent Director | 2007–2018 | Industrial gases exposure; rebranded into Linde plc in 2018 |
| Andeavor (formerly Tesoro; NYSE: ANDV) | Former Independent Director | 2016–2018 | EHS&S committee service; acquired by Marathon Petroleum in 2018 |
| Foster Wheeler AG (Nasdaq: FWLT) | Former Independent Director | 2007–2014 | Global engineering company governance |
| Northeastern University | Vice Chair, Board of Trustees | Ongoing | Academic governance; complements risk oversight |
| United Way Foundation of Metropolitan Dallas | Director | Ongoing | Community engagement |
Board Governance
- The Board separated Chair and CEO roles in December 2024; Galante was elected independent Chair effective January 1, 2025, supporting a smooth leadership transition while maintaining strong independent oversight .
- Committee membership changes: upon becoming Chair, Galante rotated off CMDC and Stewardship as a regular member and joined all committees as an ex‑officio member effective March 1, 2025 .
- 2024 meetings: Board held six meetings and committees held 23; overall attendance exceeded 99%, and all incumbent directors attended at least 75% of aggregate Board and committee meetings; all directors then serving and standing for re‑election attended the 2024 Annual Meeting .
- Independent director executive sessions occur at each regularly scheduled Board meeting; four of five committees are composed entirely of and chaired by independent directors, strengthening oversight and investor confidence .
- Governance guardrails include majority voting, proxy access, director performance evaluation, and a retirement age of 75, relevant to succession planning given Galante’s age .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $145,000 | Includes annual retainer and any leadership/chair fees applicable in 2024 |
| Stock Awards (2024) | $174,853 | Grant date fair value of RSUs; see RSU details below |
| Total (2024) | $319,853 | Total 2024 non‑employee director compensation |
| Director Compensation Components (2024) | Amount |
|---|---|
| Annual cash retainer (paid quarterly) | $125,000 |
| Annual time‑based RSUs (one‑year vesting) | $175,000 |
| Committee Chair fees (Audit/CMDC/NCG/Stewardship) | $25,000 / $20,000 / $15,000 / $15,000 respectively |
| Lead Independent Director fee (effective July 2024) | $40,000 |
| Independent Chair of the Board (effective Jan 1, 2025) | $75,000 cash + $100,000 RSUs annually |
| Deferred Compensation Plan availability | Directors may defer cash and RSUs; no above‑market earnings |
- Perquisites are generally not provided to directors beyond small gifts and occasional use of company aircraft for Board meeting travel; directors are reimbursed for reasonable expenses and education programs .
Performance Compensation
| Equity Award Detail (2024) | Value / Terms |
|---|---|
| RSU grant (May 2024) | 1,114 RSUs for each current non‑management director; $156.96 fair value per RSU (average of high/low on grant date, discounted for lack of dividend participation) |
| Vesting | One‑year, time‑based vesting; not performance‑based |
| Dividends on RSUs | Not paid on unvested equity awards |
- No director performance metrics (e.g., TSR, EBITDA, ESG targets) are tied to non‑employee director pay; RSUs are time‑based to align directors with shareholder outcomes without incentivizing operational risk .
Other Directorships & Interlocks
| Entity | Relationship with CE | Materiality |
|---|---|---|
| Clean Harbors, Inc. | Routine purchases by CE; Galante is a director of Clean Harbors | Below materiality thresholds (not exceeding greater of $1 million or 2% of either company’s revenues) |
| Other listed entities (multiple) | Various routine sales/purchases with companies where other CE directors serve | Below materiality thresholds; Board reviews for independence |
- Celanese limits directors to no more than four public company boards (stricter for sitting public-company executives); Board/NCG annually evaluates outside commitments to ensure adequate capacity and engagement .
Expertise & Qualifications
- Operational and commercial expertise across petroleum/chemical manufacturing, capital deployment, and long‑term industry prospects from leadership roles at ExxonMobil .
- Environmental, Health & Safety leadership demonstrated via corporate EHS oversight and committee roles at Clean Harbors, Marathon Petroleum, and Andeavor, strengthening safety culture and sustainability oversight at CE .
- Global experience from 34+ years in multinational operations (oversight of >40 refineries; activities in nearly 200 countries/territories), supporting CE’s international risk management .
- Governance and risk management acumen built over ~20 years of public company board service, including compensation committee leadership experience .
Equity Ownership
| Metric (as of March 1, 2025 unless noted) | Amount |
|---|---|
| Common Stock Beneficially Owned | 13,773 shares |
| Rights to Acquire (RSUs within 60 days) | 1,114 shares |
| Total Beneficial Ownership | 14,887 shares |
| Percentage of Common Stock Outstanding | Less than 1% (“*”) |
| Deferred Compensation Plan equivalent shares | 6,785 equivalents (plan investments settled in CE shares) |
| Hedging/Pledging status | Prohibited by policy; to company’s knowledge none of directors’ or officers’ beneficially owned shares are hedged or pledged |
| Director Stock Ownership Guideline | 5× base annual cash retainer ($125,000); five years to comply; sales of >50% of shares received as compensation restricted during compliance period |
| Compliance status (Dec 31, 2024) | All then current non‑employee directors met guideline except five who joined within last five years; newer directors on track |
Governance Assessment
- Strengths: Independent Chair with broad industry and EHS credentials; strong independent committee structure and executive sessions; robust anti‑hedging/anti‑pledging and clawback policies; director ownership guidelines aligned with shareholder interests; high attendance and active shareholder engagement .
- Compensation alignment: Director pay is balanced cash/equity, reviewed with WTW support; RSUs are time‑based (no performance gaming), with ownership requirements enforcing long‑term skin‑in‑the‑game .
- Potential conflicts: Routine transactions with Clean Harbors (where Galante serves) are disclosed and below materiality thresholds, mitigating conflict concerns; continued monitoring of any supplier/customer overlaps is prudent .
- Capacity/tenure signals: Galante serves on multiple boards but within CE policy; approaching the retirement age guideline of 75 suggests ongoing succession planning for Board leadership continuity .
RED FLAGS to monitor: approaching retirement age for Chair role (succession planning), and any expansion of transactions with entities where Galante serves that could move above materiality thresholds; no evidence of hedging/pledging or option repricing; director attendance remains robust and above thresholds .
Notes on Insider Trades
- Form 4 insider trading data for directors is not disclosed in the proxy and was not available in the document catalog used here; if you need a Form 4 transaction table for Mr. Galante, we can source it from SEC EDGAR and append.