Michael Koenig
Director at CE
Board
About Michael Koenig
Michael Koenig (age 61) is an independent director of Celanese (director since 2022) and currently CEO of Nobian Industrial Chemicals B.V.; he previously led Elkem ASA, China National Bluestar Group, and senior businesses within Bayer AG, and holds an M.S. in Chemical Process Engineering from Technical University Dortmund . He brings deep operational leadership across global chemicals and materials, with significant Europe/China experience and sustainability oversight exposure .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nobian Industrial Chemicals B.V. | CEO | 2021–present | European leader in high‑purity salt and essential chemicals; sustainability-focused operations |
| Elkem ASA | CEO | 2019–2021 | Led silicon-based advanced materials company |
| China National Bluestar Group | CEO | 2016–2019 | Specialty chemicals group; global operations |
| Bayer AG – Material Science | Head of Business Unit | 2010–2013 | Senior business leadership in materials |
| Bayer China | CEO | 2007–2010 | Led Bayer’s China operations |
| Bayer AG – Material Science | Global Head of Production & Technology | 2004–2007 | Global manufacturing/technology leadership |
| Bayer Polymers Shanghai | Managing Director | 2000–2004 | Asia manufacturing operations |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symrise AG (OTCMKTS: SYIEY) | Chair | 2020–present | Food/cosmetic ingredients; board leadership |
| Conzzeta AG / Bystronic AG | Director | 2020–2021 | Industrial sheet‑metal processing |
| Elkem ASA | Chair | 2018–2019 | Advanced materials |
| Bayer AG | Director | 2013–2015 | Life sciences |
| REC Solar Group | Director | 2017–2020 | Solar power |
Board Governance
- Committee assignments: Compensation & Management Development (member) and Stewardship (member); not a committee chair .
- Independence: Board affirmed Koenig is independent under NYSE standards and company guidelines; 12 of 13 current directors are independent .
- Attendance and engagement: In 2024, the Board held 6 meetings and committees held 23; overall attendance exceeded 99%, with all incumbent directors meeting ≥75% attendance; all directors then serving attended the 2024 annual meeting .
- Governance practices: Independent Chair; regular executive sessions; prohibition on hedging/pledging company stock; robust clawbacks; director stock ownership guidelines; no poison pill .
2024 Board/Committee Activity
| Metric (2024) | Value |
|---|---|
| Board meetings | 6 |
| Committee meetings | 23 |
| Overall attendance | >99% |
| Incumbent directors ≥75% attendance | Yes |
Fixed Compensation (Director pay – 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (RSUs) | $174,853 |
| Total | $299,853 |
- Director package design: annual cash retainer $125,000 and annual time‑based RSUs $175,000; chair fees apply only to committee chairs (Koenig is not a chair) .
- Process/benchmarking: NCG Committee reviews pay annually with WTW; structure maintained in 2024; independent Chair compensation established for 2025 .
Performance Compensation (Equity detail – 2024 award)
| Equity Award | Grant Date | Shares | Fair Value per RSU | Vesting | Notes |
|---|---|---|---|---|---|
| Time‑based RSUs | May 2024 | 1,114 | $156.96 | One‑year vest | Standard director equity; no disclosed performance metrics for director awards |
- Rights to acquire shares within 60 days (as of March 1, 2025): 1,114 (reflecting RSUs vesting within 60 days) .
- Options: Director compensation program is RSU‑based; options are not part of standard director package; no options listed for Koenig in beneficial ownership table .
Other Directorships & Interlocks
| Entity | Relationship to Koenig | Potential Interlock/Notes |
|---|---|---|
| Symrise AG | Chair | No related‑party transactions above materiality thresholds disclosed; board evaluates ordinary‑course relationships |
| Other boards (Elkem, Bayer, Conzzeta/Bystronic, REC Solar) | Former director/chair | Board reviewed director relationships; all fell below categorical independence thresholds (≤ greater of $1,000,000 or 2% of the counterparty’s revenues) |
Expertise & Qualifications
- Operational excellence across complex global chemical manufacturing, distribution and sales operations .
- Global market experience in China and Europe; geopolitical and cross‑border expertise aligned with Celanese’s footprint .
- Environmental/sustainability oversight from European industrial leadership; Nobian’s portfolio supports green energy and sustainable value chains .
- Governance/risk management experience from multiple public company boards across international markets .
Equity Ownership
| Holding (as of March 1, 2025) | Amount | % of Shares Outstanding |
|---|---|---|
| Common Stock Beneficially Owned | 2,203 | <1% (*) |
| Rights to Acquire within 60 days | 1,114 | <1% (*) |
| Total Beneficial (incl. rights) | 3,317 | <1% (*) |
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging; to the company’s knowledge, none of the common stock beneficially owned by current directors are hedged or pledged .
- Director stock ownership guidelines: minimum 5x base annual cash retainer ($125,000), with compliance required within five years of election; Koenig (elected 2022) has until 2027 to meet guidelines; newly elected directors within five years are on‑track per the board’s review .
Governance Assessment
- Strengths: Independent status; relevant committee assignments (Stewardship for EHS/cyber oversight; CMDC for human capital/compensation oversight); strong board‑level attendance; alignment mechanisms via RSUs and ownership guidelines; prohibitions on hedging/pledging strengthen alignment .
- Compensation structure: Balanced cash/equity without options; limited perquisites; benchmarking by WTW; incremental fees only for committee chairs (not applicable to Koenig) .
- Other commitments: Board imposes limits and reviews external board service/time commitments annually; Koenig’s current roles fit within policy oversight; board refresh processes emphasize fit with strategy and risk management .
- Related‑party/transactions: Board reviewed ordinary‑course relationships involving entities where directors serve; all below independence thresholds; no material conflicts disclosed .
RED FLAGS: None disclosed for Koenig regarding related‑party transactions, hedging/pledging, attendance shortfalls, or pay anomalies; policies and independence determinations mitigate conflict risks .