Todd Elliott

About Todd Elliott

Senior Vice President, Engineered Materials (EM) at Celanese (CE), appointed effective February 3, 2025, after previously retiring from CE in 2020 as SVP and head of Acetyls . Elliott’s background spans sales, commercial leadership, investor relations, and corporate development; he is credited with transforming the Acetyls operating model and launching the EM customer project pipeline model that underpins value creation . Education: BA, Westminster College; MBA, Fontbonne University . Company performance context for incentive alignment: 2024 net sales $10,280 million; Operating EBITDA $2,376 million; Free cash flow $498 million . In public remarks as EM lead, he emphasized innovation and customer collaboration (e.g., Chemille digital assistant launch) .

Past Roles

Organization	Role	Years	Strategic Impact
Celanese	SVP, Head of Acetyls	2018–2020	Transformed Acetyls operating model toward downstream derivatives optionality to enhance value .
Celanese	SVP & Global Commercial Leader, Engineered Materials; Head of Celanese Europe	2017–2018	Led EM global commercial operations and European regional center; strengthened pipeline model and commercial execution .
Celanese	SVP, Global Sales for Acetyls and EM	2016	Instrumental in launching the customer project pipeline model foundational to value creation .
Celanese	Various roles: District Sales; Regional Sales; Business Analysis; Investor Relations; Corporate Development	1987–2016	Advanced commercial and corporate capabilities; broadened multi-functional leadership experience .

External Roles

Organization	Role	Years	Notes
Independent Consultant (Chemicals & Polymers)	Advisory on M&A, financial/operational analysis, end-use applications, go-to-market	~2020–2024	Returned to CE in 2025; consulting focused on industry strategic projects .

Fixed Compensation

No individual 2025 base salary or target bonus terms for Todd Elliott were filed in the 2025 proxy or 8-Ks. CE’s program for named executive officers (NEOs) includes competitive base salary and annual incentive targets; specific values for Elliott were not disclosed as of the latest filings .

Performance Compensation

CE uses pay-for-performance designs for NEOs, which are the template likely governing Elliott’s incentives as an executive officer:

Annual Incentive Plan (AIP): Operating EBITDA (60%), Free Cash Flow (20%), Stewardship metrics (Occupational Safety 5%, Process Safety 5%, Environment 5%, Quality 5%). 2024 outcomes: Operating EBITDA achieved $2,376m (59.5% achievement → 35.7% weighted payout); Stewardship sub-metrics varied; aggregate weighted business performance modifier 60.2%. Free cash flow target was not achieved in 2024 .
Long-Term Incentive (LTI): 70% PRSUs (3-year performance) and 30% time-based stock options. PRSUs performance: Adjusted EPS (70% weight) and ROCE (30% weight), with ±20% Relative TSR modifier vs Dow Jones US Chemical Index; dividends not paid on unvested awards . Options vest in equal tranches over three years; value realized only if stock price appreciates .

2024 AIP Metrics	Weighting	Threshold	Target	Superior	Actual	Payout Basis
Operating EBITDA ($mm)	60%	2,300	2,700–3,000	3,300	2,376	59.5% achievement; 35.7% weighted payout .
Free Cash Flow ($mm)	20%	1,005	1,173–1,298	1,424	498	Not achieved; no payout for this metric .
Occupational Safety (TRIR)	5%	0.19	0.14	0.12	0.15	90% achievement; 4.5% weighted payout .
Process Safety (incidents)	5%	11	8	7	12	Not achieved; no payout for this metric .
Environment (incidents)	5%	11	8	7	5	200% achievement; 10.0% weighted payout .
Quality (incidents)	5%	8	7	6	2	200% achievement; 10.0% weighted payout .
Aggregate Business Performance Modifier	—	—	—	—	—	60.2% overall modifier .

PRSU Design Summary:

Performance period: 3 years (e.g., 2024–2026) .
Metrics: Adjusted EPS 70%, ROCE 30%; Relative TSR modifier ±20% .
Change-in-control treatment: Double trigger; PRSUs vest at greater of target or estimated actual if awards are not continued/replaced; prorated treatment for death, disability, termination without cause or retirement per award terms .

Equity Ownership & Alignment

Beneficial Ownership: The 2025 proxy table lists NEOs and directors as of March 1, 2025; Todd Elliott is not included (appointed Feb 3, 2025). No individual ownership disclosure for Elliott was provided in the proxy .
Anti-hedging/pledging: Directors and executive officers are prohibited from hedging, pledging, short sales, or margin accounts involving CE stock per insider trading policy .
Stock Ownership Guidelines (NEOs): CEO 6x base salary; other NEOs 4x; 5-year compliance window; only outright shares, plan equivalents, and 60% of unvested time RSUs vesting within one year count; PRSUs and unexercised options do not count .
Clawbacks: Comprehensive policies beyond SEC Rule 10D-1/NYSE covering annual bonus and all LTI awards; triggers include restatements and conduct breaches .

Employment Terms

Appointment: Elliott appointed SVP, EM effective February 3, 2025, succeeding Tom Kelly .
Severance Plan: CE’s Designated Roles Member Severance Benefits Plan (formerly Executive Severance) applies to NEOs and was revised effective January 1, 2025 to provide 100% of base salary + target bonus upon involuntary termination without cause (CEO 150%) .
Change-in-Control (CIC): CE maintains CIC agreements for NEOs (no excise tax gross-ups). Benefits paid upon qualifying termination within two years post-CIC; agreements include non-compete and non-solicit covenants. Treatment of outstanding equity is governed by award agreements; PRSUs and time RSUs have double-trigger vesting if not continued/replaced . Note: Elliott’s specific agreement terms were not filed; CEO’s CIC agreement has an initial 2-year term with auto-renewal and an 18-month restricted period post-CIC payments .
No employment contracts: CE states no employment agreements for NEOs; executives are at-will employees .

Performance & Track Record

EM Operating context (recent): EM Q3 2025 net sales $1,384m; adjusted EBIT $200m with 14% margin; operating EBITDA $315m with 23% margin; initiatives emphasized cost reduction, mix enrichment, and value-based pricing as part of Elliott’s remit .
Strategic initiatives: CE highlights EM focus on High Impact Programs (HIPs), digital tools like Chemille, and pipeline quality improvement—all aligned with Elliott’s prior EM commercial leadership and current focus .

Governance, Say-on-Pay, and Peer Practices

Say-on-Pay: ~99% approval at 2024 annual meeting, indicating strong shareholder support for pay practices .
Governance Practices: No hedging/pledging; rigorous ownership requirements; robust clawbacks; independent compensation consultant; no option repricing; no excise tax gross-ups .

Investment Implications

Pay-for-performance alignment: Elliott’s incentives are expected to track CE’s established framework—cash AIP tied to Operating EBITDA, Free Cash Flow, and stewardship, and LTI PRSUs tied to Adjusted EPS and ROCE with TSR modifier—aligning realized pay with shareholder outcomes and cash generation priorities .
Retention and selling pressure: Anti-hedging/anti-pledging and ownership requirements reduce misalignment and forced-selling risks; absence of disclosed Elliott-specific severance/CIC terms limits visibility, but CE’s standard constructs provide baseline retention economics (Severance Plan and CIC program without tax gross-ups) .
Execution risk: EM margin uplift requires continued cost discipline and mix enrichment in a cautious demand environment; Q3 2025 EM performance demonstrates traction but underscores sensitivity to macro end-markets (autos, consumer, medical, industrial) .
Monitoring needs: Watch for future proxy/8-K disclosures of Elliott’s specific compensation grants, stock ownership, and any Form 4 activity to refine views on alignment and potential insider selling pressure. Additionally track EM HIPs commercialization and pipeline conversion as leading indicators for value creation .