Kim Rucker
Director at CE
Board
About Kim K.W. Rucker
Independent director at Celanese since 2018 (age 58), former EVP/General Counsel at Andeavor, Kraft Foods Group, and Avon, with prior roles at Energy Future Holdings, Kimberly-Clark, and Sidley Austin. Education: B.B.A. Economics (University of Iowa), M.A. Public Policy (Harvard Kennedy School), J.D. (Harvard Law School). She served as Celanese’s Lead Independent Director from April 2024 through December 31, 2024, and as of January 1, 2025 chairs the Nominating & Corporate Governance Committee while serving on the Compensation & Management Development Committee. The Board classifies her as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andeavor (Tesoro) | EVP, General Counsel & Secretary; interim CHRO (ANDV) | 2016–2018 | Led legal and governance through sale to Marathon; M&A/integration experience cited |
| Kraft Foods Group (KHC) | EVP Corporate & Legal Affairs, General Counsel & Corporate Secretary | 2012–2015 | Led legal on $45B Kraft–Heinz merger; complex M&A execution |
| Avon Products | SVP, General Counsel & Chief Compliance Officer; Corporate Secretary duties (from 2009) | 2008–2012 | Compliance, crisis management, governance |
| Energy Future Holdings | SVP, Secretary & Chief Governance Officer | 2004–2008 | Governance leadership; experience with $45B LBO cited |
| Kimberly-Clark | Corporate Counsel | n/a | Legal, corporate matters |
| Sidley Austin LLP | Partner – Corporate & Securities | n/a | Capital markets, M&A background |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| HP Inc. (HPQ) | Independent Director | 2021 | Celanese reports routine purchases from HP; below related-party materiality threshold |
| Marathon Petroleum (MPC) | Independent Director | 2018 | Current public company directorship |
| GE Vernova (GEV) | Independent Director | 2024 | Celanese reports routine purchases from GE Vernova; below threshold |
| Lennox International (LII) | Independent Director (former) | 2015–2024 | Prior public board service |
| Haven for Hope; Johns Hopkins Medicine | Director/Trustee | n/a | Notable affiliations |
Board Governance
- Independence and roles: Independent director since 2018; Nominating & Corporate Governance (NCG) Committee Chair as of Jan 1, 2025; member, Compensation & Management Development (CMDC). Served as Lead Independent Director April–Dec 2024. Rotated from Audit to CMDC effective April 2024.
- Committee assignments (evolution):
- 2023: Audit (member), NCG (Chair)
- April 2024: Joins CMDC, rotates off Audit
- 2025: NCG (Chair), CMDC (member)
- Attendance and engagement: In 2024 the Board held six meetings; committees held 23. Overall director attendance exceeded 99%, and all incumbent directors attended at least 75% of Board and committee meetings; directors meet in executive session at each regularly scheduled Board meeting.
- Leadership structure: Lead Independent Director role existed through 2024; Rucker served in that capacity in 2024; role dissolved with appointment of independent Board Chair effective Jan 1, 2025.
- Board service limits: Corporate governance guidelines limit directors to four public company boards including Celanese (stricter for sitting public-company executives). Rucker’s three external public boards plus Celanese equals four—within policy.
Fixed Compensation
| Component | Value/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | |
| Annual RSU grant (time-based, 1-year vest) | $175,000 grant-date fair value | |
| Chair fees (2024–2025 program) | NCG Chair: $15,000; CMDC Chair: $20,000; Audit Chair: $25,000; Lead Independent Director: $40,000 (raised from $35,000 in July 2024); Chair of Board (from 2025): $75,000 cash + $100,000 RSUs | |
| Perquisites | Generally none; occasional aircraft use for Board travel; expense reimbursement | |
| Deferred compensation | Eligible for 2008 Deferred Compensation Plan (cash and RSUs deferrable; no above-market earnings) |
| Individual Director Compensation (Kim K.W. Rucker) | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | 137,500 | 149,895 |
| Stock Awards ($) | 174,963 | 174,853 |
| Total ($) | 312,463 | 324,748 |
Notes:
- 2024 fee increase vs 2023 is consistent with her service as Lead Independent Director for part of 2024 and NCG Chair responsibilities (Lead Independent Director retainer increased in July 2024).
Performance Compensation
| Element | Detail | Metrics/Terms |
|---|---|---|
| Director equity | Time-based RSUs with one-year vesting | No performance metrics disclosed for non-employee director equity; awards vest with service |
Other Directorships & Interlocks
| External Company | Relationship to CE | Materiality Flag |
|---|---|---|
| HP Inc. (Rucker is director) | CE reports routine purchases from HP | “No” – did not exceed greater of $1M or 2% of either company’s gross revenues |
| GE Vernova (Rucker is director) | CE reports routine purchases from GE Vernova | “No” – below threshold |
No additional related-party transactions involving Rucker are disclosed; no family relationships among directors/executives.
Expertise & Qualifications
- Governance/risk: Extensive governance expertise as a former GC/CCO across industries; skilled in legal, compliance, crisis management, human capital; recognized for risk mitigation and value creation.
- M&A/integration: Led high-profile deals (EFH $45B LBO; Kraft–Heinz $45B merger; Andeavor acquisitions and sale to Marathon >$20B).
- Government/regulatory: Multi-industry compliance oversight (oil & gas, food & beverage, personal care).
Equity Ownership
| Item (as of dates noted) | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned (Mar 1, 2025) | 56 shares | Direct/indirect holdings per proxy table |
| Rights to Acquire within 60 Days (Mar 1, 2025) | 1,114 shares | Includes RSUs vesting within 60 days; total beneficial 1,170 shares; <1% ownership |
| RSUs outstanding (Dec 31, 2024) | 1,114 units | Each current non-management director held 1,114 RSUs as of 12/31/24 (except Chinn) |
| Deferred plan equivalents | 8,378 equivalent shares | In stock-denominated deferred comp plan; excluded from beneficial ownership totals |
| Hedging/pledging | None | Company states no hedging or pledging of shares by current directors/NEOs |
| Director ownership guidelines | 5x cash retainer ($125k) within 5 years; sales limits apply | As of 12/31/24, all then current non-employee directors had met guidelines except five who joined within last five years; Rucker joined in 2018 (seasoned) |
Governance Assessment
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Strengths
- Independent, seasoned governance leader with deep GC/CCO background; appointed Lead Independent Director in 2024 and now chairs NCG—signals strong board confidence and active oversight role.
- High engagement: Board/committee attendance above thresholds; executive sessions each regular meeting support independent oversight.
- Pay alignment: Director pay balanced between cash and time-based RSUs with one-year vesting; no performance gaming risk; limited perquisites; ability to defer without above-market earnings.
- Ownership alignment: Meets stringent 5x retainer guideline cohort; no hedging/pledging; holds RSUs and deferred equivalents.
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Potential Risk/Conflict Watch Items
- Board interlocks: Simultaneous directorships at HP and GE Vernova while CE reports routine purchases from those companies. Transactions are below materiality thresholds, but remain relationships to monitor for independence optics.
- Board workload: Rucker serves on three other public company boards; policy cap is four including Celanese—she is at limit but compliant; continued monitoring for bandwidth is prudent.
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Compensation Structure Observations (Year-over-Year)
- Cash fees increased in 2024 vs 2023, consistent with added Lead Independent Director responsibilities and chair role; equity grant value remained stable (~$175k). No options or performance share usage for directors.
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Committee Influence
- As NCG Chair, she oversees director nominations, governance policies, and director compensation program (with WTW as independent advisor); as CMDC member, she participates in executive compensation/succession oversight, with CMDC using WTW for executive comp advice.
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Red Flags
- None disclosed regarding attendance shortfalls, related-party transactions exceeding thresholds, share pledging/hedging, or option repricing.