Kathryn Hill
Director at CE
Board
About Kathryn M. Hill
Kathryn M. Hill, age 68, is an independent director of Celanese and has served on the Board since 2015. She brings >30 years of senior leadership experience from Cisco Systems, including multiple SVP roles spanning development strategy, access networking, ethernet systems, and wireless technology; she holds a B.S. in Mathematics from the Rochester Institute of Technology . She currently chairs the Board’s Stewardship Committee and is a member of the Compensation and Management Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems Inc. | Executive Advisor | 2011–2013 | Strategic counsel; post-operating senior advisory |
| Cisco Systems Inc. | SVP, Development Strategy & Operations | 2009–2011 | Led commercialization strategies and acquisitions; complex product execution |
| Cisco Systems Inc. | SVP, Access Networking & Services Group | 2008–2009 | Leadership across large-scale enterprise products |
| Cisco Systems Inc. | SVP, Ethernet Systems & Wireless Technology Group | 2005–2008 | Technology and innovation leadership |
| Cisco Systems Inc. | Roles of increasing responsibility | 1997–2005 | Development council member; digital transformation perspective |
| Hughes Network Systems | Various engineering roles | 1982–1993 | Engineering foundation; systems/network experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moody’s Corporation | Director | Since 2011 | CE has routine purchases from Moody’s; amounts below categorical independence thresholds |
| NetApp Inc. | Director | 2013–2024 | Completed service in 2024 |
Board Governance
- Independence: The Board affirmatively determined Hill is independent under NYSE and Celanese standards .
- Committee assignments: Stewardship Committee Chair; Compensation and Management Development Committee member .
- Attendance/Engagement: The Board held six meetings in 2024 with overall attendance above 99%, and all incumbent directors attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting (all directors then serving attended the 2024 annual meeting) .
- Executive sessions: Regular executive sessions of independent directors at Board and committee meetings, chaired by independent committee chairs/co-chairs .
Fixed Compensation
| Component | Program Design (2024) | Kathryn Hill 2024 Actual |
|---|---|---|
| Annual cash retainer | $125,000 (paid quarterly) | $105,000 fees earned |
| Equity grant (RSUs) | $175,000 time-based RSUs; one-year vesting | $174,853 grant-date fair value; 1,114 RSUs (valued at $156.96 per RSU) |
| Committee chair cash fee | Stewardship Chair: $15,000 | Included in fees earned total |
| Other leadership fees (reference) | CMDC Chair: $20,000; Audit Chair: $25,000; Lead Independent Director: $40,000 (raised from $35,000 in July 2024) | Not applicable (Hill is Stewardship Chair; CMDC member) |
| Deferred Compensation Plan | Directors may defer cash and RSUs; no above-market earnings; Hill participated in 2024 | Participant |
Notes:
- Effective Jan 1, 2025, Celanese transitioned to an independent Board Chair with an annual $75,000 cash retainer and $100,000 time-based RSUs; effective Mar 1, 2025, a Finance & Business Review Committee was formed with a $25,000 chair retainer .
Performance Compensation
| Aspect | Design | Applies to Directors |
|---|---|---|
| Performance-based equity metrics | Director annual equity awards are time-based RSUs that vest in one year; no performance-vesting disclosed for directors | No (time-based only) |
Other Directorships & Interlocks
| External Entity | Director Relationship | CE Relationship | Independence Impact |
|---|---|---|---|
| Moody’s Corporation | Hill is a Director | Routine purchases from Moody’s; amounts in each of the last three fiscal years did not exceed the greater of $1,000,000 or 2% of Moody’s consolidated gross revenues | Qualifies under categorical independence standard; not deemed material |
| NetApp Inc. | Hill was a Director (2013–2024) | Not listed | N/A |
Expertise & Qualifications
- Strategic planning and commercialization: Led complex product and M&A integration at Cisco; practical digital transformation approach for manufacturing/commercial effectiveness .
- Innovation and technology governance: Deep information security and systems/network oversight; board experience at technology-driven companies .
- Education: B.S., Mathematics (Rochester Institute of Technology) .
Equity Ownership
| Metric (as of Mar 1, 2025 unless noted) | Kathryn Hill |
|---|---|
| Common Stock Beneficially Owned (shares) | 9,474 |
| Rights to Acquire (RSUs within 60 days) | 1,114 |
| Total Beneficial Ownership (shares) | 10,588 |
| % of Shares Outstanding | * (less than 1%) |
| Deferred equivalents (under 2008 Deferred Plan) | 3,978 equivalent shares (excluded from “Rights to Acquire” count) |
| Hedging/Pledging status | None; “to our knowledge” no director shares are hedged or pledged |
| Director Stock Ownership Guideline | Minimum 5x base annual cash retainer ($125,000); 5-year compliance window |
| Guideline compliance | As of Dec 31, 2024, all then-current non-employee directors had attained minimum levels except five who joined within the last five years; those five are on-track |
Governance Assessment
- Board effectiveness: Hill chairs the Stewardship Committee overseeing environmental, health, safety, and cybersecurity compliance; she also serves on the CMDC, which is entirely independent and uses Willis Towers Watson as its independent consultant for executive pay design and benchmarking . The CMDC’s 2024 report was submitted Feb 12, 2025 and included Hill among its signatories, evidencing active oversight .
- Independence and conflicts: Independence affirmed; routine purchases from Moody’s (where Hill serves as a director) are within categorical independence thresholds and not deemed material; no related-party “interested transactions” required approval/ratification in 2024 .
- Incentives and alignment: Director compensation mix balances cash and time-based RSUs, with robust stock ownership guidelines (5x retainer) and anti-hedging/anti-pledging policies; Hill participates in the director deferred compensation plan without above‑market earnings .
- Attendance/engagement signals: Overall Board/committee attendance was above 99% in 2024 and all directors met the ≥75% threshold; Board and committees conduct regular executive sessions of independent directors .
- Pay governance best practices: Company maintains clawbacks beyond SEC/NYSE requirements, double-trigger vesting on change in control for executive awards, no tax gross-ups on CIC or perquisites (with limited relocation exceptions), and no option repricing/exchanges without shareholder approval .
RED FLAGS: None identified specific to Hill. CE notes routine transactions with organizations linked to certain directors (including Moody’s) but amounts were categorically immaterial to independence; no hedging/pledging; no related-party transactions requiring approval in 2024 .