Scott Richardson
About Scott Richardson
Scott A. Richardson, 48, became Celanese’s CEO, President, and Director on January 1, 2025 after nearly two decades at the company spanning COO, CFO, Engineered Materials, and Acetyl Chain leadership roles; he holds a B.A. in Accounting (Westminster College) and an MBA (TCU) . In 2024 (pre-CEO), Celanese reported net sales of $10,280M, Operating EBITDA of $2,376M, Adjusted EPS of $8.37, free cash flow of $498M, and a GAAP net loss of $1,522M, reflecting a reset year and focus on deleveraging and cash flow . Celanese’s five-year TSR proxy metric stood at 44 vs. 96 for the Dow Jones U.S. Chemicals peer index, underscoring the execution challenge into his tenure . Richardson also co-chairs the Board’s Finance & Business Review Committee (FBC), tasked with cost reduction, cash flow prioritization, deleveraging, and portfolio evaluation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celanese | CEO & President | 2025–present | Leads transformation to increase cash flow, delever balance sheet, reduce costs, and drive growth . |
| Celanese | EVP & COO | 2023–2024 | Drove operational efficiency and execution across EM and Acetyl Chain . |
| Celanese | EVP & CFO | 2018–2023 | Led finance, capital allocation, and investor engagement; supported M&A integration . |
| Celanese | SVP, Engineered Materials | 2015–2018 | Global strategy, product/business management, portfolio and pipeline management . |
| Celanese | VP & GM, Acetyl Intermediates | 2011–2015 | Commercial leadership of core chain . |
| Celanese | Global Commercial Director, Acetyl Intermediates | 2009–2011 | Commercial strategy execution . |
| Celanese | Manager, Investor Relations | 2009 | Investor communication bridge . |
| Celanese | Business Analysis Manager; Business Line Controller | 2006–2009; 2005–2006 | Financial and line control capabilities development . |
| American Airlines | Senior Financial Analyst | 2001–2005 | Financial analysis foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Chemistry Council | Director | Current | Industry advocacy and network role . |
Board Service and Governance
- Director since 2025; Co-Chair, Finance & Business Review Committee (FBC), overseeing capital structure, cash flow, deleveraging, and portfolio configuration .
- Dual-role implications: He is the only non-independent director; the Board separated Chair/CEO roles with an Independent Chair (Edward Galante) effective 1/1/2025; 12 of 13 nominees are independent, and 4 of 5 committees are fully independent, mitigating governance concentration risk .
- 2024 Board/committee attendance exceeded 99% overall (Richardson joined the Board in 2025) .
Fixed Compensation
| Component | 2024 (as COO) | 2025 (as CEO) |
|---|---|---|
| Base Salary ($) | 800,000 | 1,150,000 |
| Target Annual Incentive (% of Salary) | 100% | 125% |
| 2024 Actual Annual Incentive ($) | 481,600 (60.2% business modifier on $800k target) | |
| Target LTI Grant Value ($) | See 2024 grants below | 7,500,000 (70% PRSUs / 30% Options) |
Performance Compensation
Annual Incentive Plan (2024 Company Scorecard)
| Metric | Weight | Threshold | Target | Superior | Actual | Achievement | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Operating EBITDA ($MM) | 60% | 2,300 | 2,700–3,000 | 3,300 | 2,376 | 59.5% | 35.7% |
| Free Cash Flow ($MM) | 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 (incidents) | 5% | 11 | 8 | 7 | 5 | 200% | 10.0% |
| Quality (incidents) | 5% | 8 | 7 | 6 | 2 | 200% | 10.0% |
| Aggregate Business Performance Modifier | — | — | — | — | — | — | 60.2% |
Notes: CEO payouts are based solely on company results (no individual modifier). For 2024 NEOs (including Richardson pre-CEO), individual modifiers were capped at 100% and did not increase payouts .
Long-Term Incentive Plan (Design and 2024 Grants)
| Element | Design Details | 2024 Award to Richardson |
|---|---|---|
| PRSUs | 70% of LTI; 3-year performance (2024–2026); metrics: Adjusted EPS (70%) and ROCE (30%); TSR modifier ±20% vs DJ US Chemicals; vest 2/15/2027 | 16,118 target units; grant-date fair value $2,449,936; vests 2/15/2027 subject to performance |
| Stock Options | 30% of LTI; 10-year term; exercise price = avg high/low on grant date; vest 33%/33%/34% (2/15/2025, 2/15/2026, 2/15/2027) | 20,543 options @ $149.09; grant-date fair value $1,049,953 |
Performance from prior cycle: 2022 PRSUs paid at 28.8% due to Adjusted EPS below threshold and a bottom-quartile relative TSR limiter, despite ROCE above target (14.3%) .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Amount |
|---|---|
| Common Stock Beneficially Owned | 67,244 shares (incl. 596 equivalent shares in Celanese Stock Fund) |
| Rights to Acquire (within 60 days) | 21,481 shares |
| Total Beneficial Ownership | 88,725 shares; <1% of outstanding |
| Shares Outstanding (reference) | 111,748,776 (as of Mar 1, 2025) |
- Stock ownership guidelines: CEO 6x base salary; other NEOs 4x; as of 12/31/2024, Richardson (then NEO) was “in compliance” with the 4x requirement; new 6x CEO requirement applies post-promotion .
- Hedging and pledging: Company prohibits hedging and pledging; to the company’s knowledge, no director or executive officer’s disclosed holdings are subject to hedges or pledged .
Vesting Schedules and Potential Supply Overhang
| Award | Quantity | Vest/Exercise Timing | Terms |
|---|---|---|---|
| RSUs (2022 grant, time-based) | 1,317 | Vested 2/15/2025 | Time-based schedule completed post 12/31/2024 snapshot . |
| PRSUs (2023 grant, target) | 16,196 | 2/15/2026 (0–200% based on 2023–2025 metrics) | Performance-based; Adjusted EPS/ROCE; TSR modifier per plan . |
| PRSUs (2024 grant, target) | 16,118 | 2/15/2027 (0–200% based on 2024–2026 metrics) | Same design as above . |
| Stock Options (2023 grant) | 14,926 unexercisable | 34% on 2/15/2026 (33% vested in 2024 and 2025) | Exercise price $116.93; 10-year term . |
| Stock Options (2024 grant) | 20,543 unexercisable | 33% on 2/15/2026; 34% on 2/15/2027 (33% vested 2/15/2025) | Exercise price $149.09; 10-year term . |
Notes: Actual PRSU payouts may range 0–200% of target; vesting/option exercises are subject to blackout windows and company policies .
Deferred Compensation and Pension
- Deferred compensation (CASRSP): 2024 company contribution $51,192; 2024 earnings $45,151; year-end aggregate balance $409,722 .
- Pension (CARPP): Present value of accumulated benefit $102,000 (service frozen at 12/31/2013) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | None; at-will employment . |
| Severance (without cause/good reason) | Effective 1/1/2025: CEO 150% of base salary + target bonus; others 100%; plus pro-rata AIP for year of termination (business results), 18 months COBRA for CEO (12 months for others), outplacement; equity per award terms . |
| Change-in-Control (CIC) | Double-trigger; up to 3x (CEO) or 2x (others) of base salary + higher of target bonus or 3-year avg bonus; pro-rata AIP; 18 months medical/dental; outplacement; no excise tax gross-ups; best-net cutback applies . |
| Equity on CIC | If not continued/replaced, unvested awards accelerate at change in control; PRSUs vest at greater of target or estimated actual performance; otherwise double-trigger applies . |
| Clawbacks | SEC/NYSE-compliant restatement clawback plus separate policy for detrimental conduct and restrictive covenant breaches; applies to annual bonus and all LTI (including time-based awards) . |
| Non-Compete/Non-Solicit | Included in severance/CIC constructs; retirement equity treatment requires 2-year non-compete and non-solicit; award agreements contain related covenants . |
| Perquisites | Limited; up to $10,000 financial planning (no tax gross-up); aircraft use primarily for business; no perquisite tax gross-ups except relocation/expatriate benefits . |
Performance Compensation Structure (Alignment and Risk Controls)
- Pay mix emphasizes performance and equity: PRSUs (Adjusted EPS/ROCE) with a relative TSR modifier; options require stock price appreciation; annual bonus favors Operating EBITDA (60%) and free cash flow (20%) with safety/quality stewardship (20%) .
- Governance practices: No hedging/pledging; robust clawbacks; double-trigger CIC; independent consultant (WTW); annual risk review; 2024 say-on-pay support ~99% .
- Peer benchmarking: Compensation targets guided by median of a chemicals peer group; CMDC reviews peer set annually (e.g., APD, DOW, DD, LYB, SHW, WLK, etc.) .
Investment Implications
- Incentive design drives deleveraging and cash generation: AIP weighting on Operating EBITDA and free cash flow, plus Board’s FBC (co-chaired by Richardson) focused on cost structure, margins, cash flow, capex, and portfolio actions, align management pay with balance sheet repair and earnings quality .
- Realized pay sensitive to TSR and earnings trajectory: 2022 PRSUs paid at 28.8% (EPS miss and TSR limiter) despite ROCE strength, indicating performance rigor; sustained EPS/ROCE improvement is required to realize target LTI outcomes .
- Insider selling pressure considerations: Significant scheduled vesting events (PRSUs in 2026/2027; option tranches 2026/2027) create potential supply, though trading is bounded by blackout and policy; anti-pledging reduces leverage risk .
- Alignment and protections: Ownership guidelines (CEO 6x salary), no hedging/pledging, and strong clawbacks support alignment; severance/CIC terms (reduced severance multiples effective 1/1/2025; no gross-ups) are shareholder-friendly .
- Governance and oversight: CEO+Director dual role is mitigated by independent Chair and majority-independent board/committees, supporting checks on strategy and pay .
Key datapoints: 2024 net sales $10,280M; Operating EBITDA $2,376M; Adjusted EPS $8.37; free cash flow $498M; GAAP net loss $(1,522)M **[1306830_0001306830-25-000083_ce-20250324.htm:13]** **[1306830_0001306830-25-000083_ce-20250324.htm:169]** **[1306830_0001306830-25-000083_ce-20250324.htm:172]**. 2024 AIP business payout 60.2%; Richardson’s bonus $481,600 **[1306830_0001306830-25-000083_ce-20250324.htm:111]** **[1306830_0001306830-25-000083_ce-20250324.htm:123]**. 2025 CEO pay: $1.15M base, 125% target bonus, $7.5M LTI (70% PRSUs/30% options) **[1306830_0001306830-25-000083_ce-20250324.htm:113]**.
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