Scott Sutton

About Scott M. Sutton

Scott M. Sutton (age 60) is an independent director of Celanese Corporation, elected in March 2025, and serves as Co‑Chair of the newly formed Finance and Business Review Committee. He brings nearly four decades of chemicals industry experience, including serving as President, CEO and Chairman of Olin Corporation, and previously as Celanese COO; he holds a B.S. in Engineering from Louisiana State University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Olin Corporation	President & CEO; Chairman of the Board	2020–2024 (Chairman 2021–2024)	Led operating improvement; strategic transformation initiatives
Prince International (now Vibrantz)	President & CEO	2019–2020	Chemical manufacturing leadership
Celanese Corporation	Chief Operating Officer; EVP & President, Materials Solutions; VP roles across Supply Chain/Acetyls/Engineered Materials	2013–2019	Oversaw manufacturing, supply chain, R&D, commercial and procurement
Chemtura AgroSolutions	President & General Manager	2011–2013	Specialty chemical leadership
Landmark Structures	Business Manager, heavy industrial contracting	2008–2011	Industrial contracting operations
Albemarle Corporation	Division VP; Director Global JVs; Managing Director APAC; GM Jordan Bromine; various roles	1990–2008	Global operations; equity investments; regional leadership

External Roles

Company	Board Role	Tenure	Notes
Olin Corporation	Director; Chairman of the Board	2018–2024	Public company directorship; chairman leadership

Board Governance

Committee assignments: Co‑Chair, Finance and Business Review Committee (FBC); independent director .
FBC mandate: oversee capital structure, financial forecasts, cost/margin improvement, cash flow and working capital, capex budgets, dividends/repurchases, and business unit strategies; formed Feb–Mar 2025 with Sutton and CEO Scott Richardson as Co‑Chairs .
Independence: Board affirmatively determined Sutton is independent under NYSE and company standards; only the CEO is non‑independent .
Attendance and engagement: In 2024 the Board held six meetings and committees held 23 meetings; overall attendance exceeded 99%, and all incumbent directors attended at least 75% of applicable meetings. Sutton joined in March 2025, so 2024 attendance does not apply to him .
Executive sessions and governance practices: Regular executive sessions of independent directors; robust governance policies (no hedging/pledging; comprehensive clawbacks; stock ownership requirements) .

Committee	Meetings in 2024
Board	6
Audit	8
Compensation & Management Development (CMDC)	5
Nominating & Corporate Governance (NCG)	4
Stewardship	4

Fixed Compensation

Component	Amount	Notes
Annual cash retainer (non‑employee director)	$125,000	Paid quarterly
Chair fee – Audit Committee	$25,000	Annual cash fee
Chair fee – CMDC	$20,000	Annual cash fee
Chair fee – NCG & Stewardship	$15,000	Annual cash fee
Chair fee – Finance & Business Review Committee	$25,000	Approved effective March 1, 2025 for any non‑employee chair; Sutton, as Co‑Chair, is eligible

Director compensation is reviewed annually by the NCG Committee, with WTW engaged as independent consultant; benchmarking considers chemical peers and S&P 500 practices, and the peer group informs both executive pay and director cash/equity mix .

Performance Compensation

Equity Award	Grant Value	Vesting	Notes
Annual time‑based RSUs	$175,000	One‑year vesting	Standard non‑employee director grant; newly elected directors receive pro‑rata awards

Structure: Director equity is time‑based RSUs; no performance metrics are disclosed for director equity grants (performance share metrics apply to executives, not directors) .
Deferred compensation: U.S. non‑management directors may defer cash and RSUs under the 2008 Deferred Compensation Plan; deferrals do not earn above‑market returns .

Other Directorships & Interlocks

Connection	Nature	Governance Consideration
Prior service at Olin (director/chair; CEO)	Sector peer exposure	Board independence review considered ordinary‑course business relationships where directors serve as officers/directors at other entities; amounts did not exceed the greater of $1,000,000 or 2% of the other entity’s revenues, qualifying under categorical independence standards .
Related party transactions	None approved/ratified or required in 2024	Audit Committee policy governs review/approval; no interested transactions in 2024 .

The company also limits directors to serving on no more than four public company boards (more stringent for sitting CEOs), with NCG oversight to prevent overboarding and interlock risks .

Expertise & Qualifications

Chemicals industry and operations: Nearly four decades in chemicals spanning Albemarle, Celanese, Chemtura, Prince, and Olin, with direct oversight of manufacturing, supply chain, R&D, commercial and procurement .
Strategic planning and transformation: Experience driving strategic transformation and value creation, including as chairman of operating improvement initiatives at Olin and COO at Celanese .
Geographic breadth: Senior leadership in Asia Pacific and global roles across multiple companies; extensive sector knowledge .
Education: B.S., Engineering (Louisiana State University) .

Equity Ownership

Holder	Common Stock Beneficially Owned	Rights to Acquire Shares	Total Beneficial Ownership	% of Outstanding
Scott M. Sutton	7,550	—	7,550	* (<1%)

Shares outstanding reference point: 111,748,776 shares outstanding and entitled to vote as of March 1, 2025 .
Ownership guidelines: Minimum holding equal to 5× the base annual cash retainer ($625,000), with a five‑year compliance window; during the first five years, directors may not sell more than 50% of shares received as compensation. As of December 31, 2024, all then‑current non‑employee directors had attained guidelines except five who joined within the last five years and were on‑track; Sutton was elected in 2025 and falls into the new‑director compliance window .

Governance Assessment

Positive signals
- Independence and board refresh: Sutton was affirmed independent and adds current/recent C‑suite chemicals expertise as part of a refresh strategy to strengthen oversight; 12 of 13 nominees are independent .
- Finance and deleveraging oversight: As Co‑Chair of the Finance & Business Review Committee, Sutton is directly responsible for scrutinizing capital structure, margins, cash generation, capex, and portfolio configuration—aligned with investor priorities around cost discipline and deleveraging .
- Engagement and accountability: Board reported >99% attendance in 2024; regular executive sessions and rigorous governance policies (clawbacks; hedging/pledging prohibitions) bolster oversight quality .
- Shareholder rights reforms: Board proposed eliminating supermajority provisions (moving to majority vote standards), a shareholder‑friendly structural change .
Watch items / potential conflicts
- Sector interlocks: Prior leadership at Olin (a chemicals peer) could create perceived interlock exposure; however, the Audit and independence reviews indicate no material related‑party transactions in 2024 and relationships fell below quantitative thresholds for independence .
- Ownership alignment ramp: Sutton’s beneficial ownership of 7,550 shares as of March 1, 2025 reflects early tenure; guideline compliance is assessed over five years with limits on share sales, so monitoring accumulation toward the 5× retainer threshold is warranted .

Overall: Sutton’s deep chemicals operating background and his co‑chair role on the Finance Committee are well‑aligned with Celanese’s near‑term focus on cash generation, margin improvement, and deleveraging. Independence determinations, absence of related‑party transactions, and strong governance practices support investor confidence, while prior peer ties and early‑tenure ownership levels warrant standard ongoing monitoring .