Ganesh Moorthy
Director at CE
Board
About Ganesh Moorthy
Ganesh Moorthy (age 65) is an independent director of Celanese, serving since 2023. He is the former President & CEO of Microchip Technology and brings >40 years of semiconductor, operations, and M&A experience. Education: B.S. Physics (University of Bombay), B.S. Electrical Engineering (University of Washington), MBA Marketing (National University). Committee roles at Celanese: Chair, Compensation & Management Development Committee (CMDC); Member, Nominating & Corporate Governance (NCG). Independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microchip Technology Inc. | President & CEO; President & COO; COO; EVP; VP – Divisions | 2021–2024; 2016–2021; 2009–2016; 2006–2009; 2001–2006 | Led integration of 17 acquisitions (including 7 public companies), deep global manufacturing and supply chain expertise . |
| Cybercilium Inc. | CEO & Co‑founder | 2000–2001 | Strategy/BI solutions; chair role noted . |
| Intel Corporation | Engineering, Operations, General Management roles | 1981–2000 | Large‑scale operations and technology leadership in semiconductors . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microchip Technology Inc. | Director | 2021–2024 | Public company directorship . |
| Rogers Corporation | Director | 2013–2024 | Public company directorship (specialty materials) . |
| Ayar Labs | Director | Since 2024 | Silicon photonics connectivity . |
| Semiconductor Industry Association | Director | 2022–2024 | Industry policy/advocacy . |
| Global Semiconductor Alliance | Director | 2022–2024 | Industry network . |
| UW Electrical Engineering Advisory Board | Member | 2012–2019 | Academic advisory . |
| Shanghai Huahong Grace Semiconductor | Director | 2010–2014 | Asia semiconductor JV . |
Board Governance
- Current CE committees: CMDC Chair; NCG member .
- Independence: Board affirmatively determined Moorthy is independent under NYSE standards; CEO is the only non‑independent director .
- Attendance: In 2024, the Board held six meetings and committees held 23; overall attendance exceeded 99%, and all incumbent directors attended at least 75% of their meetings .
- Director election (May 14, 2025): Moorthy received 93,706,890 “For”, 2,396,461 “Against”, 108,642 “Abstain”, with 4,619,784 broker non‑votes, meeting the majority‑vote standard .
- Say‑on‑pay (2025): Approved—Votes For 95,176,785; Against 993,998; Abstain 41,210; Broker non‑votes 4,619,784 .
- Governance reforms: Shareholders approved amendments replacing supermajority with majority voting for key charter/by‑law provisions (items 4a–4d) .
Fixed Compensation
- Structure (non‑employee directors, 2024): Annual cash retainer $125,000; Annual time‑based RSU grant $175,000 (one‑year vest) .
- Chair fees (incremental, 2024): Audit Chair $25,000; CMDC Chair $20,000; NCG Chair $15,000; Stewardship Chair $15,000; Lead Independent Director retainer increased to $40,000 in July 2024. Finance & Business Review Committee Chair set at $25,000 effective March 1, 2025 .
| Item | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | $125,000 | Paid quarterly . |
| Annual RSU (2024) | $175,000 | Time‑based RSUs; one‑year vest . |
| CMDC Chair Fee | $20,000 | Moorthy is CMDC Chair (effective Jan 1, 2025) . |
| NCG Member Fee | — | No incremental fee for membership (only chairs) . |
| Independent Chair (2025) | $75,000 cash + $100,000 RSUs | Applies to the Board Chair, not Moorthy . |
- 2024 Director Compensation (earned): Moorthy—Fees $121,383; Stock awards $174,853; Total $296,236 .
Performance Compensation
| Component | Design | Metric(s) | Vesting |
|---|---|---|---|
| Annual Director Equity | RSUs (time‑based) | None (no performance conditions) | One‑year vest; grant valued at $175,000 . |
| RSU Grant Detail (May 2024) | 1,114 RSUs | Grant‑date fair value $156.96 per RSU (average of high/low NYSE price, discounted for lack of dividend participation) | One‑year vest; Moorthy held 1,114 RSUs at YE 2024 . |
| Deferred Compensation | 2008 Deferred Compensation Plan | Directors may defer cash/RSUs (no above‑market earnings) | Moorthy not listed among directors with contributions/balances in 2024 . |
| Clawbacks, Hedging/Pledging | Policy prohibitions & clawbacks | Hedging/pledging of Company stock prohibited; comprehensive clawback policies | Applies to directors and executives . |
Other Directorships & Interlocks
- Board‑recognized routine business relationships existed with companies tied to certain directors; amounts were below the greater of $1 million or 2% revenue thresholds. No such relationships are listed for Moorthy (“None”), supporting independence .
Expertise & Qualifications
- Innovation and technology leadership from decades in semiconductors; strategic insights into high‑tech customer supply needs .
- Operational excellence overseeing global manufacturing, long‑cycle investment decisions, and complex supply chains .
- Proven M&A planning and integration across 17 acquisitions (including seven public companies) at Microchip Technology .
- Governance/risk management experience from service on public company boards (including chemicals industry exposure) .
- Education: B.S. Physics (University of Bombay); B.S. Electrical Engineering (University of Washington); MBA (National University) .
Equity Ownership
| Holder | Common Shares Owned | Rights to Acquire Shares | RSUs Held | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|---|
| Ganesh Moorthy | 1,525 | — | 1,114 | 2,639 | * (less than 1%) . |
- Director Stock Ownership Guidelines: Minimum 5x base annual cash retainer ($125,000), with 5 years to comply; as of Dec 31, 2024, all then‑current non‑employee directors had met guidelines except five who joined within the last five years, each on‑track. Moorthy joined in 2023 and falls within the last‑five‑years cohort .
- No hedging or pledging permitted under insider trading policy .
Governance Assessment
-
Strengths:
- Independence affirmed; no related‑party transactions involving Moorthy disclosed for 2024 .
- Relevant committee leadership (CMDC Chair) aligns with his operational/M&A background; CMDC and NCG rely on independent consultants (WTW) for compensation and director pay benchmarking .
- Strong shareholder support for his election (majority vote comfortably exceeded), and overall board attendance >99% indicates high engagement .
- Equity alignment through annual RSUs and stock ownership guidelines; comprehensive clawback and anti‑hedging/pledging policies bolster investor alignment .
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Watch items:
- Multi‑board service limits are in place (generally ≤4 public boards; stricter for sitting public company executives). Moorthy’s prior public boards ended in 2024, mitigating overboarding risk going forward .
- Director equity awards are time‑based RSUs (no performance metrics), which is standard for directors but offers less performance linkage than PRSUs; however, alignment is supported via ownership guidelines and majority voting regime .
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Signals affecting investor confidence:
- 2025 governance reforms (elimination of supermajority requirements) enhance shareholder rights and accountability .
- CMDC leadership continuity and use of independent consultants suggest rigorous pay oversight amidst a challenging year for performance .