Jay Ihlenfeld
About Jay V. Ihlenfeld
Independent director of Celanese since 2012; age 73. Former Senior Vice President, Asia Pacific at 3M, with prior senior leadership roles in R&D and operations. Education: B.S. in Chemical Engineering (Purdue University) and Ph.D. in Chemical Engineering (University of Wisconsin–Madison). Current board committee memberships: Audit and Stewardship; independence affirmed under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company (NYSE: MMM) | SVP, Asia Pacific | 2006–2012 | Global leadership across Asia; geopolitics and expansion insights |
| 3M Company | SVP, Research & Development | 2002–2006 | Innovation and commercialization oversight |
| 3M Japan | EVP | 2001–2003 | Executive leadership in Japan; Sumitomo partnership experience |
| 3M Company | VP, Performance Materials; various leadership/technology roles | 1978–2001 | Environmental/manufacturing strategy in chemicals; early eco-efficiency goals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashland Global (NYSE: ASH) | Director | 2017–2024 | Departed board Jan 2024; routine sales/purchases with Celanese, below related-party materiality thresholds |
| University of Wisconsin–Madison College of Engineering | Industrial Advisory Board | Not disclosed | Academic/industry advisory affiliation |
Board Governance
- Committee assignments: Audit Committee member; Stewardship Committee member; Audit independence affirmed for all members .
- Attendance and engagement: Board held six meetings in 2024; committees held 23. Overall attendance above 99%. All incumbent directors attended at least 75% of Board and committee meetings; all directors then serving and standing for re-election attended the 2024 Annual Meeting .
- Committee meeting cadence (2024): Audit (8); Compensation & Management Development (5); Nominating & Corporate Governance (4); Stewardship (4) .
- Independence status: Board majority independent; Ihlenfeld designated independent; prohibited hedging/pledging; insider trading policy with preclearance .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Annual retainer; reflects cash component for non-employee directors |
| Stock Awards (Grant-date fair value) | $174,853 | Annual RSU award; 1,114 RSUs granted in May 2024 |
| Total | $299,853 | Sum of cash and equity grant-date value |
Director compensation structure (program-level):
| Director Compensation Component | Amount |
|---|---|
| Annual cash retainer (paid quarterly) | $125,000 |
| Annual time-based RSUs (one-year vesting) | $175,000 |
| Chair fees — Audit | $25,000 |
| Chair fees — Compensation | $20,000 |
| Chair fees — NCG / Stewardship | $15,000 |
| Lead Independent Director fee (until 12/31/24) | $40,000 (raised from $35k in Jul 2024) |
Deferred compensation: U.S. non-management directors may defer cash and RSUs under the 2008 Deferred Compensation Plan; deferrals do not receive above-market earnings. Ihlenfeld had contributions or balances during 2024 .
Performance Compensation
| Equity Award Detail (2024) | Specifics |
|---|---|
| RSU grant date | May 2024 (annual director grant) |
| RSUs granted | 1,114 units |
| Grant-date fair value per RSU | $156.96 (average of NYSE high/low; discounted for lack of dividends) |
| Vesting | One-year, time-based (no performance metrics) |
| Dividend participation | RSUs discounted for lack of dividend participation |
| Deferral option | RSU deferrals permitted under 2008 Deferred Plan |
Note: Non-employee director equity is time-based only; no performance metrics (e.g., TSR, EPS, ROCE) apply to director awards .
Other Directorships & Interlocks
| Company | Relationship to CE | Exposure/Materiality |
|---|---|---|
| Ashland, Inc. | Routine sales to and purchases from Ashland while Ihlenfeld served as director | Not material; below the greater of $1 million or 2% revenue; departed ASH board Jan 2024 |
Related person transactions policy: Audit Committee reviews/approves any interested transactions >$120,000 with related parties; no such transactions were approved or required in 2024 .
Expertise & Qualifications
- Innovation: Nearly 50 years at multinational technology/innovation companies; leadership in R&D and commercialization of chemical/performance materials .
- Global experience: Senior leadership across Asia and Japan; provides geopolitical and global business insight aligned with Celanese’s global footprint .
- Operational: Environmental and manufacturing strategy leadership in the chemical sector; early adoption of eco-efficiency goals .
- Education: B.S. Chemical Engineering (Purdue); Ph.D. Chemical Engineering (UW–Madison) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Rights to Acquire (within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Dr. Jay V. Ihlenfeld | 11,360 | 1,114 (RSUs) | 12,474 | * (<1%) |
| Deferred plan equivalent shares (not in beneficial total) | 10,210 | — | — | — |
Ownership alignment policies:
- Director stock ownership guideline: Minimum 5x base annual cash retainer ($125k) for non-employee directors; five years to comply; as of Dec 31, 2024, all then-current non-employee directors attained minimum except five newer directors, each on-track .
- No hedging, no pledging, anti-short sale: Prohibited for directors; to Company’s knowledge, no director holdings are hedged or pledged .
Governance Assessment
- Strengths: Long-tenured independent director with deep global, innovation, and operational experience; active service on Audit and Stewardship Committees; strong attendance culture (>99% overall in 2024; all directors ≥75%); robust ownership alignment and prohibition on hedging/pledging; no material related-party transactions in 2024 .
- Compensation alignment: Balanced cash/equity mix; time-based RSUs enhance alignment without introducing performance metric gaming risk; option to defer supports long-term focus .
- Potential conflicts/red flags: Historical interlock with Ashland noted but routine and immaterial; departed ASH board in Jan 2024; no interested transactions approved/required in 2024 — low conflict risk signal .
Overall signal: Independence, committee engagement, attendance, and ownership policies support investor confidence; lack of material related-party exposure and strong conduct/insider trading controls further bolster governance quality .