Mark Murray
Senior Vice President, Acetyls at CE
Executive
About Mark C. Murray
Senior Vice President, Acetyls at Celanese (appointed February 14, 2023; served as interim lead from November 8, 2022). Murray rejoined Celanese in June 2022 after prior stints in senior commercial and business roles in the Acetyl Chain and Engineered Materials (2002–2007; 2009–2019) . For 2024, the Annual Incentive Plan (AIP) tied 80% to financial metrics (Operating EBITDA and Free Cash Flow) and 20% to stewardship, with an aggregate business performance modifier of 60.2% as Operating EBITDA met near-threshold and Free Cash Flow missed threshold . Long-term incentives are 70% PRSUs (Adjusted EPS 70%, ROCE 30%, with a ±20% Relative TSR modifier) and 30% stock options, directly aligning realized pay with multi-year earnings quality and relative performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Celanese | Senior Vice President, Acetyls | Appointed Feb 14, 2023 – present | Leads Acetyls business following leadership transition |
| Celanese | Interim leader, Acetyls | Nov 8, 2022 – Feb 14, 2023 | Assumed duties during transition period |
| Celanese | VP, Business Strategy & Development | Rejoined June 2022 | Returned to support strategy and growth |
| Celanese | Senior commercial/business roles (Acetyl Chain; Engineered Materials) | May 2002 – Mar 2007; Nov 2009 – Jun 2019 | Led commercial initiatives across core segments |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avantor | EVP, Biomaterials & Advanced Technologies | Prior to rejoining CE in June 2022 | Executive leadership in biomaterials/advanced tech, adjacent to CE end-markets |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (year-end) | $550,000 | $570,000 |
| Target AIP (% of eligible earnings) | 75% | 75% |
| Actual AIP (Non-Equity Incentive Plan Compensation) | $429,295 | $253,219 |
| All Other Compensation | $56,058 | $61,600 |
| Total Compensation | $1,969,483 | $2,375,495 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 framework and results
| Metric | Weighting | Threshold | Target | Superior | Actual | Achievement | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Operating EBITDA ($mm) | 60% | 2,300 | 2,700–3,000 | 3,300 | 2,376 | 59.5% | 35.7% |
| Free Cash Flow | 20% | 1,005 | 1,173–1,298 | 1,424 | 498 | —% | —% |
| Occupational Safety (TRIR) | 5% | 0.19 | 0.14 | 0.12 | 0.15 | 90% | 4.5% |
| Process Safety (incidents) | 5% | 11 | 8 | 7 | 12 | —% | —% |
| Environment (releases) | 5% | 11 | 8 | 7 | 5 | 200% | 10.0% |
| Quality (high-severity) | 5% | 8 | 7 | 6 | 2 | 200% | 10.0% |
| Aggregate Business Performance Modifier | — | — | — | — | — | — | 60.2% |
- AIP payout formula for NEOs (non-CEO): Eligible earnings × Target bonus % × Business Performance Modifier (0–200%) × Individual Performance Modifier (0–150%), capped at 200% .
Long-Term Incentives (LTI) – design and Murray’s 2024 grants
- LTI mix: 70% PRSUs, 30% stock options; PRSU performance period 2024–2026; PRSU metrics: Adjusted EPS (70%) and ROCE (30%), with ±20% Relative TSR modifier vs Dow Jones US Chemical Index; no dividends on unvested awards .
- 2024 PRSU per-unit fair value: $152.00 (Monte Carlo); stock options fair value: $51.11 (Black‑Scholes) .
| Award (Grant 2/28/24) | Vehicle | Target/Count | Price/Terms | Grant Date Fair Value |
|---|---|---|---|---|
| 2024 PRSU | Performance RSUs | 6,907 units | Vests 100% on 2/15/2027 subject to 2024–2026 performance and TSR modifier | $1,049,864 |
| 2024 Options | Stock Options | 8,804 options | Exercise price $149.09; 33% vest 2/15/2025, 33% 2/15/2026, 34% 2/15/2027; 10‑yr term | $449,972 |
Payout on previously granted LTIP: 2022 PRSUs (performance period 2022–2024) paid at 28.8% of target (Adjusted EPS below threshold; ROCE above target) .
2024 equity vesting/realization
| Metric | 2024 |
|---|---|
| Shares vested (stock awards) | 2,348 |
| Options exercised | 0 |
Equity Ownership & Alignment
Beneficial ownership (as of March 1, 2025)
| Holder | Common Stock Owned | Rights to Acquire within 60 days | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Mark C. Murray | 9,647 | 8,213 | 17,860 | ~0.016% (calc. from 17,860/111,748,776) |
- Shares outstanding used for calculation: 111,748,776 as of March 1, 2025 .
- Anti‑hedging and anti‑pledging: CE prohibits hedging/pledging for directors/executives; “to our knowledge” no pledged shares for officers/directors .
- Stock ownership guidelines: 4× base salary for NEOs; Murray is “On track” toward compliance (assessment as of Dec 31, 2024) .
Outstanding equity (selected items, 12/31/2024)
| Grant | Type | Exercisable | Unexercisable/Unearned | Exercise Price | Expiry/Vest |
|---|---|---|---|---|---|
| 2/28/2023 | Stock Options | 2,654 | 5,390 | $116.93 | Expires 2/27/2033; remaining 34% vest 2/15/2026 |
| 2/28/2024 | Stock Options | — | 8,804 | $149.09 | Expires 2/27/2034; vest 2/15/2026 and 2/15/2027 |
| 2/28/2023 | PRSUs | — | 5,848 target | — | Cliff vests 2/15/2026 per performance |
| 2/28/2024 | PRSUs | — | 6,907 target | — | Cliff vests 2/15/2027 per performance |
| 7/13/2022 | RSUs (time‑based) | — | 2,419 unvested | — | Final 34% vest 7/13/2025 |
Employment Terms
Severance and Change-in-Control (CIC) economics (Estimated as of 12/31/2024; CE stock $69.21)
| Scenario | Cash Severance | RSUs | PRSUs | Welfare Benefits | Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary termination without cause | $1,739,164 | $139,597 | $450,349 | $27,744 | $16,200 | $2,373,054 |
| Death | — | $139,597 | $590,015 | — | — | $729,612 |
| Disability | — | $139,597 | $590,015 | — | — | $729,612 |
| CIC without termination | — | $167,419 | $1,091,995 | — | — | $1,259,414 |
| CIC with qualifying termination | $2,218,219 | $167,419 | $1,091,995 | $41,616 | $16,200 | $3,519,249 |
Key plan features and governance:
- Double‑trigger equity vesting under CIC for long‑term awards; no CIC excise tax gross‑ups; no fixed‑term employment agreements or multi‑year pay guarantees .
- Options vest in full upon a CIC if awards are not continued/assumed with equivalent value; otherwise standard double‑trigger applies .
- Retirement/termination vesting often prorated; retirement equity subject to a two‑year non‑competition and non‑solicitation covenant .
- Clawback policies: restatement‑based (SEC Rule 10D‑1 compliant) and separate misconduct/restrictive‑covenant clawbacks covering bonuses and all LTI .
- Deferred comp: CASRSP company contribution $39,369 in 2024; aggregate balance $22,970 at year‑end .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to PRSUs with Adjusted EPS/ROCE and a Relative TSR modifier (70% of LTI) plus options (30%) creates strong multi‑year alignment; 2022–2024 PRSUs paid at 28.8%, demonstrating downside sensitivity when earnings underperform .
- Near-term selling pressure: Watch vesting dates—time‑based RSUs on 7/13/2025, options on 2/15/2026 and 2/15/2027, and PRSUs on 2/15/2026 and 2/15/2027. These could create discretionary liquidity windows, though anti‑hedging/pledging and ownership guidelines temper risk .
- Cash bonus cyclicality: 2024 AIP outcome reflected operational softness (FCF below threshold; EBITDA near threshold), producing a 60.2% business modifier; Murray’s 2024 cash bonus of $253,219 was below 2023, consistent with cycle‑sensitive design .
- Retention and CIC: Severance/CIC protections are meaningful but largely standard and double‑trigger, balancing retention with governance best practices; no CIC gross‑ups reduce shareholder risk .
- Ownership alignment: Beneficial ownership is modest (~0.016% of shares outstanding) but he is on track to meet a 4× salary ownership guideline; ongoing equity vesting should increase alignment over time .