DEF 14A of Celestica Inc, Apr 29, 2025

DEF 14A of Celestica Inc

Filed Apr 29, 2025 · FY20240001030894-25-000036

Open on EDGAR

  1. Governance Highlights

    Governance Highlights

  2. Governance Highlights

    | Key Corporate Governance Practices and Policies | | •100% independent other than our President and CEO •Fully independent Board committees •No directors sit together on another public company board •Board orientation and continuing education •Board Composition and Inclusion Policy •Annual board evaluation process •Majority Voting Policy •Code of Business Conduct and Ethics •Director share ownership guidelines •Shareholder engagement and outreach |

  3. Governance Highlights

    The Board has nominated the eight persons listed below to stand for election for a term expiring at the 2026 Annual Meeting of Shareholders or until their successors are duly elected or appointed. See Matter 1: Election of Directors of the accompanying Proxy Statement.

  4. Governance Highlights

    | Director Nominees | | | | | | | | | | | | | Name | Age | Director Since | Position | Independent | Committee Membership | | | 2024 Meeting Attendance | | 2024 Voting Results | Other Public Company Boards | | | | | | | Audit | Human Resources and Compensation | Nominating and Corporate Governance | Board | Committee | | | | Kulvinder (Kelly) Ahuja | 58 | 2024 | CEO of Versa Networks | Yes | ✓ | ✓ | ✓ | 100% | 100% | 99.19% | — | | Robert A. Cascella | 70 | 2019 | Former Executive Vice President of Royal Philips | Yes | ✓ | ✓ | ✓ | 100% | 100% | 94.40% | 3 | | Françoise Colpron | 54 | 2022 | Former Group President, North America of Valeo SA | Yes | ✓ | ✓ | ✓ | 100% | 100% | 98.91% | 2 | | Jill Kale | 66 | 2022 | Former Sector President of Cobham Advanced Electronic Solutions | Yes | ✓ | ✓ | ✓ | 100% | 100% | 99.04% | — | | Amar Maletira | 55 | 2025 | CEO of Rackspace Technology, Inc. | Yes | ✓ | ✓ | ✓ | — | — | — | 1 | | Robert A. Mionis | 62 | 2015 | President and CEO of Celestica | No | — | — | — | 100% | — | 99.90% | 1 | | Luis A. Müller | 55 | 2021 | CEO of Cohu, Inc. | Yes | ✓ | ✓ | ✓ | 100% | 100% | 98.78% | 1 | | Michael M. Wilson | 73 | 2011 | Former President and CEO of Agrium Inc. | Yes | ✓ | ✓ | ✓ | 100% | 100% | 97.31% | — |

  5. Executive Compensation Highlights

    | Key Executive Compensation Practices and Policies | | •Compensation mix that is incentive-driven with a large proportion that is variable or “at-risk” to support our pay-for-performance culture and align with shareholder interests •Focus on long-term compensation •Performance-based vesting for certain awards •Performance-based annual incentive plan payouts •Caps on annual incentive plan payouts •Target pay consistent with market practice •Clawback and recoupment policies •Shareholder engagement program •Executive share ownership guidelines •Independent advisor to the Human Resources and Compensation Committee (“HRCC”) |

  6. About the Information in this Proxy Statement

    All of our financial results, including historical comparisons, are now reported on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, having transitioned from reporting under International Financial Reporting Standards (“IFRS”) previously. This Proxy Statement contains references to non-GAAP adjusted operating margin, adjusted operating earnings, adjusted net earnings, adjusted earnings per share (“adjusted EPS”) and free cash flow, adjusted return on invested capital (“adjusted ROIC”), adjusted tax expense and adjusted effective tax rate, each of which is a non-GAAP financial measure (including non-GAAP financial ratios). With respect to all references to these measures (wherever used in this Proxy Statement), please note the following: •Adjusted operating earnings (“adjusted EBIAT”) is defined as GAAP earnings from operations excluding the impact of Employee stock-based compensation (“SBC”) expense, total return swap fair value adjustments (“TRS FVAs”), adjustments related to foreign currency forward exchange contracts (“FCC Transitional ADJ”), Amortization of intangible assets (excluding computer software), and Restructuring and Other Charges (Recoveries). •Adjusted operating margin is Adjusted EBIAT as a percentage of GAAP revenue. Management uses adjusted operating margin as a measure to assess performance related to our core operations. •Adjusted net earnings is defined as GAAP net earnings before the impact of Employee SBC expense, TRS FVAs, FCC Transitional ADJ, amortization of intangible assets (excluding computer software), Restructuring and Other Charges (Recoveries), adjustments related to interest rate swaps (“IRS Transitional ADJ”), Miscellaneous Expense (Income) and adjustment for taxes. •Adjusted EPS is calculated by dividing adjusted net earnings by the number of diluted weighted average shares outstanding. Management uses adjusted net earnings as a measure to assess performance related to our core operations. •Free cash flow is defined as cash provided by (used in) operations after the purchase of property, plant and equipment (net of proceeds from the sale of certain surplus equipment and property, when applicable). Free cash flow does not represent residual cash flow available to Celestica for discretionary expenditures. Management uses free cash flow as a measure, in addition to GAAP cash provided by (used in) operations, to assess our operational cash flow performance. We believe free cash flow provides another level of transparency to our ability to generate cash from normal business operations. •Adjusted ROIC is calculated by dividing annualized adjusted EBIAT by average net invested capital for the period. Management uses adjusted ROIC as a measure to assess the effectiveness of the invested capital we employ to build products or provide services to our customers, by quantifying how well we generate earnings relative to the capital we have invested in our business. Our non-GAAP financial measures are calculated by making the following adjustments (as applicable) to our GAAP financial measures: •Employee SBC expense, which represents the estimated fair value of stock options, restricted share units and performance share units granted to employees, is excluded because grant activities vary significantly from quarter-to-quarter in both quantity and fair value. We believe excluding this expense allows us to compare core operating results with those of our competitors, who also generally exclude employee SBC expense in assessing operating performance, and may have different granting patterns, equity awards and valuation assumptions. •TRS FVAs represent mark-to-market adjustments to our TRS Agreement, as the TRS Agreement is re-measured at fair value at each quarter end. We exclude the impact of these non-cash fair value adjustments (which reflect fluctuations in the market price of our common shares recorded in cost of sales, selling, general and administrative (“SG&A”) expenses, or Miscellaneous Expenses (Income) from period to period as such fluctuations do not represent our ongoing operating performance. In addition, we believe that excluding these non-cash adjustments permits a helpful comparison of our core operating results to our competitors. In accordance with GAAP, TRS FVAs prior to 2024 were recorded in Miscellaneous Expense (Income). Commencing in 2024, the TRS Agreement was treated as an economic hedge with the TRS FVAs recorded in cost of sales and SG&A. •Transitional hedge reclassifications and adjustments related to foreign currency forward exchange contracts (“FCC Transitional ADJ”) and interest rate swaps (“IRS Transitional ADJ”) were both specifically driven by our transition from IFRS to GAAP. For the purpose of determining our non-GAAP measures, FCC Transitional ADJ were made to cost of sales and SG&A and IRS Transitional ADJ are made to finance costs. Our foreign currency forward exchange contracts and interest rate swaps that we entered prior to 2024 were accounted for as either cash flow hedges (qualified for hedge accounting) or economic hedges under IFRS. However, those contracts were not accounted for as such under GAAP until January 1, 2024, resulting in FCC Transitional ADJ and IRS Transitional ADJ. Had we been able to designate those foreign currency forward exchange contracts and interest rate swaps under GAAP from their inception, they would have qualified as cash flow or economic hedges under GAAP, and no FCC Transitional ADJ or IRS Transitional ADJ would have been required under GAAP. FCC Transitional ADJ and IRS Transitional ADJ are not reflective of the on-going operational impacts of our hedging activities and are excluded in assessing operating performance. •Amortization of intangible assets (excluding computer software) consist of non-cash charges for intangible assets that are impacted by the timing and magnitude of acquired businesses. Amortization of intangible assets varies among our competitors, and we believe that excluding these charges permits a helpful comparison of core operating results to our competitors who also generally exclude amortization charges in assessing operating performance. •Restructuring and Other Charges (Recoveries) consist of, when applicable: Restructuring Charges (Recoveries) (defined below); Transition Costs (Recoveries); consulting, transaction and integration costs related to potential and completed acquisitions; legal settlements (recoveries); in Q2 2023 and Q3 2023, costs associated with the conversion and underwritten public sale of our shares by Onex Corporation (“Onex”), our then-controlling shareholder, and commencing in Q2 2023, related costs pertaining to our transition as a U.S. domestic filer. We exclude these charges and recoveries because we believe that they are not directly related to ongoing operating results and do not reflect our expected future operating expenses after completion of the relevant actions. Our competitors may record similar items at different times, and we believe these exclusions permit a helpful comparison of our core operating results with those of our competitors who also generally exclude these items in assessing operating performance. •Restructuring Charges (Recoveries), consist of costs or recoveries relating to: employee severance, lease terminations, site closings and consolidations, accelerated depreciation of owned property and equipment which are no longer used and are available for sale, and reductions in infrastructure.

  7. About the Information in this Proxy Statement

    Certain statements contained in this Proxy Statement and the Message from the Chair of the Board include forward-looking information and, therefore, constitute forward-looking statements including, without limitation, statements related to: our priorities, intended areas of focus, targets, objectives and goals; our director identification and nomination process; our intention to settle equity awards with Common Shares; our intention to not grant equity awards under our prior equity plans between April 22, 2025 and the date of the Meeting; our Environmental, Social and Governance (“ESG”) commitments, objectives and goals; our compensation program and related shareholder feedback; our cybersecurity objectives; and that we do not anticipate granting stock options in anticipation of the release of material nonpublic information. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “project,” “target,” “goal,” “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and under applicable Canadian securities laws. Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: ESG initiatives; compliance with government laws, regulations and obligations; and risks related to our operational and financial performance. Readers are cautioned that such information may not be appropriate for other purposes. Readers should not place undue reliance on such forward-looking information. For more exhaustive information on the foregoing and other material risks, uncertainties and assumptions readers should refer to our public filings at www.sedarplus.ca and www.sec.gov, including in our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with or furnished to, the U.S. Securities and Exchange Commission (“SEC”), and the Canadian Securities Administrators, as applicable. Forward-looking statements speak only as of the date on which they are made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

  8. Election of Directors

    Election of Directors All director nominees are qualified and experienced, and have agreed to serve on the Board. If elected, they will hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the Corporation’s by-laws. All of the nominees are currently directors of the Corporation. The Corporation’s articles provide for a minimum of three and a maximum of twenty directors. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED BELOW. Unless authority to do so is withheld, Common Shares represented by proxies in favour of Mr. Wilson or Mr. Mionis (or their designees) (the “Proxy Holders”) will be voted FOR each of the nominees listed below for election as directors. Management of the Corporation does not contemplate that any of the nominees will be unable, or for any reason unwilling, to serve as a director, but if that should occur for any reason prior to their election, the Proxy Holders may, in their discretion, nominate and vote for another nominee. Shareholders will vote for the election of each individual proposed director nominee separately. The Corporation has adopted a majority voting policy for the election of directors whereby any nominee director (in an uncontested election) who receives more “withheld” votes than “for” votes at any meeting where Shareholders vote on the election (the “Majority Withhold Vote”), such director shall tender their resignation to the Chair of the Board, such resignation to take effect upon acceptance by the Board. The Board will then have 90 days to accept the resignation. The Board shall be expected, on recommendation of the NCGC, to accept the resignation absent exceptional circumstances that would warrant the applicable director to continue to serve on the Board. In determining whether to accept the resignation, the NCGC and the Board will consider various factors deemed relevant to the best interest of the Corporation, including without limitation,(i) any stated reasons why shareholders “withheld” votes from the election of such director; (ii) what is believed to be the underlying reasons for the Majority Withhold Vote, and whether these reasons are curable and alternatives for effecting any cure; (iii) the percentage of outstanding shares represented by votes cast and withheld from voting on the election of such director; (iv) the Corporation’s corporate governance policies; (v) the overall composition of the Board; and (vi) whether the resignation of such director could result in the triggering of change in control or similar provisions under any contract by which the Corporation is bound or any benefit plan of the Corporation and, if so, the potential impact thereof. Following each uncontested election of directors at which a Majority Withhold Vote occurs, the Corporation shall issue a news release disclosing the detailed voting results for the election of each director, and shall provide a copy of the news release to the Toronto Stock Exchange (the “TSX”). Following the Board’s decision, the Board shall promptly disclose, via press release, its decision to accept or reject the director’s resignation offer and shall provide a copy of such press release to the TSX. If the Board rejects the resignation offer, the press release shall fully state the reasons for the rejection. The director under consideration will not participate in any Board or committee deliberations relating to their potential resignation. Subject to any corporate law restrictions, the Board may (i) leave the resultant vacancy in the Board unfilled until the next annual meeting of shareholders of the Corporation, (ii) appoint a new director to fill the vacancy created by such resignation, (iii) reduce the size of the Board, or (iv) call a special meeting of shareholders at which there will be presented a new candidate to fill the vacant position.

  9. Election of Directors

    | Board Nominees |

  10. Election of Directors

    The following section provides information regarding our director nominees as of April 22, 2025. Our director nominees have a broad array of backgrounds and perspectives that enable them to provide valuable guidance on strategic matters and in the Board’s oversight of operational issues. The director nomination process and the skills and qualifications of our director nominees are more fully described below under Corporate Governance — Director Criteria and Nomination Process.

  11. Election of Directors

    | Nominees for Election as Director |

  12. Election of Directors

    | Kulvinder (Kelly) Ahuja Age: 58 Los Gatos, California U.S. Independent Director since: 2024 Committee membership: Audit HRCC NCGC | Mr. Ahuja has more than 20 years of experience in networking and telecommunications. Since 2016, he has been the CEO of Versa Networks, a venture-backed firm focused on the convergence of networking and security. He previously spent 18 years at Cisco Systems, Inc., most recently as SVP of Service Provider Business, Products and Solutions at Cisco where he was responsible for developing and managing the service provider segment strategy and portfolio. Mr. Ahuja held several other senior executive roles at Cisco, including SVP and GM of the Mobility Business Group, Chief Architect for the Service Provider business, and SVP and GM of the Service Provider Routing Technology Group. Earlier in his career, Mr. Ahuja served as VP of Marketing at optical networking startup BlueLeaf Networks and product management leader at StrataCom. He also managed the design and deployment of data and voice networks for AT&T Canada, Bank of Canada and Telesat Canada. Mr. Ahuja holds a Bachelor of Science in Electrical, Electronics & Communications Engineering from the University of Calgary. Mr. Ahuja’s leadership acumen and extensive experience in the networking and telecommunication industries led the Board to conclude that he should serve as one of our directors. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Executive Leadership | | | •Networking and Telecommunications | | | | •IT and Cybersecurity | | | | | Other Public Company Directorships | | | | | | | | | | | | — | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | — | — | 2,259 | $208,506 | — | — | 2,259 | $208,506 | N/A | | | 2023 | — | — | — | — | — | — | | | | | | Change | — | — | 2,259 | $208,506 | — | — | | | |

  13. Election of Directors

    | Robert A. Cascella Age: 70 Boca Raton, Florida U.S. Independent Director since: 2019 Committee membership: Audit HRCC (Chair) NCGC | Mr. Cascella is a corporate director with more than 30 years of experience in the healthcare industry in a range of senior management positions. He most recently served as Special Advisor and Strategic Business Development Leader at Royal Philips, a public Dutch multinational healthcare company, during 2021. From 2015 to 2021, he served as Executive Vice President of Royal Philips and Chief Executive Officer of Philips’ Diagnosis and Treatment businesses, including businesses serving Radiology, Cardiology and Oncology, as well as Enterprise Diagnostic Informatics. Mr. Cascella has also served on Philips’ Executive Committee from 2016 to 2021. Since 2021, he has served on the board of directors of Metabolon Inc., a private company using metabolomics to assist in the discovery of biomarkers. Prior to Philips, Mr. Cascella spent ten years as President and later CEO of Hologic Inc., a public medical device and diagnostic company. He also served on Hologic, Inc.’s board of directors from 2008 to 2013. He has also held senior leadership positions at CFG Capital, NeoVision Corporation and Fisher Imaging Corporation. Mr. Cascella holds a Bachelor’s degree in Accounting from Fairfield University and is National Association of Corporate Directors (NACD) Directorship certified. Mr. Cascella’s extensive medical device and healthcare business experience, as well as his experience serving on other public company boards, led the Board to conclude he should serve as one of our directors. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Executive Leadership | | | •Healthcare Technology | | | | •Strategy and M&A | | | | | Other Public Company Directorships | | | | | | | | | | | | •Koru Medical Systems, Inc. (2022 – present) •Mirion Technologies (2021 – present) •Neuronetics, Inc. (2021 – present) (Board Chair) | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | — | — | 73,793 | $6,811,094 | — | — | 73,793 | $6,811,094 | Yes | | | 2023 | — | — | 71,079 | $6,560,592 | — | — | | | | | | Change | — | — | 2,714 | $250,502 | — | — | | | |

  14. Election of Directors

    | Françoise Colpron Age: 54 Hilton Head, South Carolina U.S. Independent Director since: 2022 Committee membership: Audit HRCC NCGC (Chair) | Ms. Colpron is a corporate director with over 30 years of global business and legal experience. She most recently served as Group President, North America of Valeo SA, a global automotive supplier listed on the Paris Stock Exchange, from 2008 to 2022 where she was responsible for the activities of the Group in the United States, Mexico and Canada. She joined Valeo in 1998 in the legal department and has had several roles, first as Legal Director for the Climate Control branch in Paris, and then General Counsel for North and South America from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montréal (now part of the Norton Rose Group). She currently serves on the Board of Directors of Sealed Air Corporation (since 2019), a global packing solutions company, and Veralto Corporation (since 2023), a global provider of essential water and product quality solutions. Ms. Colpron earned a Civil Law degree from the Université de Montréal, and is a member of the Quebec Bar. Ms. Colpron’s international background, along with her extensive business and legal expertise and experience on other public company boards, make her well-qualified to serve on the Board. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Legal and Human Resources | | | •Automotive and Mobility | | | | •Business Development and Strategy | | | | | Other Public Company Directorships | | | | | | | | | | | | •Sealed Air Corporation (2019 – present) •Veralto Corporation (2023 – present) | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | — | — | 12,605 | $1,163,442 | — | — | 12,605 | $1,163,442 | Yes | | | 2023 | — | — | 9,956 | $918,939 | — | — | | | | | | Change | — | — | 2,649 | $244,503 | — | — | | | |

  15. Election of Directors

    | Jill Kale Age: 66 Doylestown, Pennsylvania U.S. Independent Director since: 2022 Committee membership: Audit HRCC NCGC | Ms. Kale is an accomplished corporate director with over 30 years of leadership experience in the aerospace and defense (“A&D”) sector, specializing in advanced radar, electronic warfare, missile guidance, and defense electronic systems. As Sector President of Cobham Advanced Electronic Solutions (CAES) (2012-2019), she led a diversified A&D business, delivering significant growth while overseeing sites in North America, the UK and Sweden. Ms. Kale has extensive governance experience, having chaired the CAES Special Security Agreement (SSA) Board, ensuring compliance for a foreign-owned U.S. company executing classified Department of Defense contracts. She currently serves on the Board of Directors of iDirect Government, LLC (since 2022), a secure satellite communications provider for defense and government applications. Ms. Kale’s career includes executive leadership roles at Northrop Grumman and BAE Systems, where she managed multi-hundred-million-dollar programs delivering complex A&D solutions, including large-scale surveillance radar systems and electronic warfare suites. Ms. Kale holds a Bachelor of Science in Industrial Engineering from Rutgers University and an MBA from George Washington University. Ms. Kale is well-qualified to serve on the Board as a result of her deep industry expertise, operational leadership, and governance experience. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Technology and Engineering | | | •Business Development and Strategy | | | | •A&D | | | | | Other Public Company Directorships | | | | | | | | | | | | — | | | | | | | | | | | | Director Share Ownership(2) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | — | — | 20,920 | $1,930,916 | — | — | 20,920 | $1,930,916 | Yes | | | 2023 | — | — | 15,929 | $1,470,247 | — | — | | | | | | Change | — | — | 4,991 | $460,669 | — | — | | | |

  16. Election of Directors

    | Amar Maletira Age: 55 Cupertino, California U.S. Independent Director since: 2025 Committee membership: Audit HRCC NCGC | Mr. Maletira has more than 25 years of broad business experience spanning strategy, sales and finance in the technology industry. He has served as Chief Executive Officer and a board member of Rackspace Technology, Inc., a cloud computing company, since 2022. He joined Rackspace in 2020 and served as President and Chief Financial Officer from 2020 to 2022. Before joining Rackspace, Mr. Maletira held positions as Executive Vice President and Chief Financial Officer at Viavi Solutions, Inc. from 2015 to 2020 prior to which he served various senior executive positions at Hewlett-Packard (HP), Siemens and HCL-Picker. Mr. Maletira holds a BE in Electronics and Communication Engineering from Karnataka University in India, and an MBA from the Ross School of Business at the University of Michigan. Mr. Maletira’s business and financial acumen and extensive experience in cloud and artificial intelligence (“AI”) technologies led the Board to conclude that he should serve as one of our directors. | | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | | •Strategic and Operational Management | | | | | | •Sales and Business Development | | | | | | | •Audit Committee Financial Expert | | | | | | •Technology | | | | | | | Other Public Company Directorships | | | | | | | | | | | | | Rackspace Technology, Inc. | | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | | $ | | | | | | 2024 | — | — | — | — | — | | — | — | — | N/A | | | 2023 | — | — | — | — | — | | — | | | | | | Change | — | — | — | — | — | | — | | | |

  17. Election of Directors

    | Robert A. Mionis Age: 62 Hampton, New Hampshire U.S. Not Independent Director since: 2015 Committee membership: None | Mr. Mionis is currently the President and CEO of the Corporation, and is a member of the Board of Directors. For a description of his role as President and CEO, see Compensation Discussion and Analysis below. From July 2013 until August 2015, he was an Operating Partner at Pamplona Capital Management, a global private equity firm focused on companies in the industrial, aerospace, healthcare and automotive industries. Before joining Pamplona, Mr. Mionis spent over six years as the President and CEO of StandardAero, a global aerospace maintenance, repair and overhaul company. Before StandardAero, Mr. Mionis held senior leadership roles at Honeywell, including as the head of the Integrated Supply Chain Organization for Honeywell Aerospace. Prior to Honeywell, Mr. Mionis held a variety of progressively senior leadership roles with General Electric and Axcelis Technologies and AlliedSignal. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts. The Board believes that Mr. Mionis should serve as a director because of the unique perspective and expertise he brings as President and CEO. His leadership experience and comprehensive understanding of our business provides the Board with valuable insights into the Corporation’s strategic goals and priorities. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Strategy •Technology and Engineering | | | | •Operations and Supply Chain •Business Transformation and Development | | | | | | | | Other Public Company Directorships | | | | | | | | | | | | •Shawcor Ltd. (now known as Mattr Corp.) (2018 – 2021) •Textron Inc. (2025 – present) | | | | | | | | | | | | Director Share Ownership(2) | | | | | | | | | | | | Year | Common Shares | | RSUs | | PSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | 531,417 | $49,049,789 | 274,469 | $25,333,489 | 693,976 | $64,053,985 | 1,499,862 | $138,437,263 | Yes | | | 2023 | 741,417 | $68,432,789 | 414,343 | $38,243,859 | 1,066,666 | $98,453,272 | | | | | | Change | -210,000 | -$19,383,000 | -139,874 | -$12,910,370 | -372,690 | -$34,399,287 | | | |

  18. Election of Directors

    | Luis A. Müller Age: 55 San Diego, California U.S. Independent Director since: 2021 Committee membership: Audit (Chair) HRCC NCGC | Dr. Müller has 29 years of business and technical leadership in the semiconductor industry. In December 2014, he assumed his current role as Chief Executive Officer and board member of Cohu, Inc. a Nasdaq-listed global leader in back-end semiconductor equipment and services. Prior to joining Cohu, Dr. Müller cofounded Kinetrix, Inc. and later joined Teradyne, a Nasdaq-listed advanced test solutions company, when it acquired Kinetrix. Dr. Müller has a PhD in mechanical engineering from the Massachusetts Institute of Technology and a BS and MS in mechanical engineering from Universidade Federal Santa Catarina. He also holds a NACD Cyber- Risk Oversight certificate. As a result of his substantial experience in the semiconductor equipment industry, broad knowledge of business development and strategy, corporate governance and international operations as well as his financial acumen, Dr. Müller is qualified to serve on the Board. | | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | | •Corporate Governance | | | | | | •Business Development and Strategy | | | | | | | •Audit Committee Financial Expert | | | | | | •Capital Equipment/Semiconductor | | | | | | | Other Public Company Directorships | | | | | | | | | | | | | •Cohu Inc. (2014 – present) | | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | | $ | | | | | | 2024 | — | — | 42,563 | $3,928,565 | — | | — | 42,563 | $3,928,565 | Yes | | | 2023 | — | — | 37,572 | $3,467,896 | — | | — | | | | | | Change | — | — | 4,991 | $460,669 | — | | — | | | |

  19. Election of Directors

    | Michael M. Wilson Age: 73 Bragg Creek, Alberta Canada Independent Director since: 2011 Committee membership: Audit HRCC NCGC | Mr. Wilson is a corporate director. He has served on the Board since 2011 and has been Chair since 2020. He is the former President and Chief Executive Officer of Agrium Inc. (a public agricultural crop inputs company that has subsequently merged with Potash Corporation of Saskatchewan Inc. to form Nutrien Ltd.), a position he held from 2003 until his retirement in 2013. He previously served as Executive Vice President and Chief Operating Officer. Mr. Wilson is former Chair of Suncor Energy Inc., having been a Board member since 2014 and serving as Chair since 2017. Mr. Wilson has significant experience in the petrochemical industry, serving as President of Methanex Corporation and holding various positions with increasing responsibility in North America and Asia with Dow Chemical Company. Mr. Wilson holds a bachelor of science degree in chemical engineering from the University of Waterloo. Mr. Wilson is highly qualified to be a director of the Corporation and to serve as Chair given his extensive leadership experience across various industries coupled with his service on other public company boards. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Public Company Board Expertise | | | | •Business Development | | | •Corporate Governance | | | | | Other Public Company Directorships | | | | | | | | | | | | •Air Canada (2014 – 2025) •Suncor Energy Inc. (2014 – 2024) (Board Chair) | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2024 | 26,784 | $2,472,163 | 283,131 | $26,132,991 | 33,405 | $3,083,282 | 343,320 | $31,688,436 | Yes | | | 2023 | 14,111 | $1,302,445 | 283,131 | $26,132,991 | 58,913 | $5,437,670 | | | | | | Change | 12,673 | $1,169,718 | — | — | -25,508 | -$2,077,488 | | | |

  20. Election of Directors

    (1)The securities in the table represent all Common Shares beneficially owned, and all deferred share units (“DSUs”) and unvested restricted share units (“RSUs”) held as of December 31, 2023 and December 31, 2024 (as applicable). The $ value and “Total Value” of all such securities is based on the closing price of Common Shares on the NYSE on December 31, 2024 ($92.30). See Director Share Ownership Guidelines for a description of the shareholding requirements for applicable directors. New directors have five years from the time of their appointment to the Board to comply with the Director Share Ownership Guidelines (as defined below). (2)As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines instead of the Director Share Ownership Guidelines. See Executive Share Ownership. The securities in the table for 2024 represent all Common Shares beneficially owned and all unvested RSUs held as of December 31, 2024, as well as performance share units (“PSUs”) with a performance period end date of December 31, 2023 that settled (at 200% of target) on February 2, 2024 in accordance with the Executive Share Ownership Guidelines. The securities in the table for 2024 represent all Common Shares beneficially owned and all unvested RSUs held as of December 31, 2024, as well as PSUs with a performance period end date of December 31, 2024 that settled (at 200% of target) on February 1, 2025 in accordance with the Executive Share Ownership Guidelines. All other unvested PSUs held by Mr. Mionis at year-end are not included. The $ value and “Total Value” for such securities is based on the closing price of Common Shares on the NYSE on December 31, 2024 of $92.30. There are no family relationships between any director, executive officer or nominee, and there are no arrangements or understandings with any person pursuant to which any of our directors or executive officers were selected.

  21. Director Compensation

    Director Compensation Director compensation is set by the Board on the recommendation of the HRCC. Under these guidelines and principles, the Board seeks to maintain director compensation at a level that is competitive with director compensation at comparable companies, and requires a substantial portion of such compensation to be taken in the form of DSUs (or, at a director’s election, RSUs, if the Director Share Ownership Guidelines described below have been met). The director fee structure for 2024 is set forth in the following table. Directors’ Fees(1)

  22. Director Compensation

    | Element(2) | | Director Fee Structure for 2024 | | Annual Board Retainer | Board Chair | $400,000 | | | Directors | $275,000 | | Annual Retainer for the Audit Committee Chair | | $35,000 | | Annual Retainer for the HRCC Chair | | $25,000 | | Annual Retainer for the NCGC Chair | | $20,000 |

  23. Director Compensation

    (1)Does not include Mr. Mionis, President and CEO of the Corporation, whose compensation is set out in the Summary Compensation Table below. (2)Paid in quarterly installments in arrears. A $2,500 travel fee is also payable to directors who travel outside of their home state or province to attend a Board or Committee meeting. Directors may also receive further retainers and meeting fees for participation on ad hoc committees (no such committees were formed in 2024). The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2024).

  24. Director Compensation

    | DSU/RSU Election |

  25. Director Compensation

    Each director must elect to receive 0%, 25% or 50% of their annual board fees, committee chair retainer fees and travel fees (collectively, “Annual Fees”) in cash, with the balance in DSUs, until such director has satisfied the requirements of the Director Share Ownership Guidelines described (and defined) under Director Share Ownership Guidelines below. Once a director has satisfied such requirements, the director may then elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance either in DSUs or RSUs. If a director does not make an election, 100% of such director’s Annual Fees will be paid in DSUs.

  26. Director Compensation

    | Annual Fee Election | | | | | | Prior to Satisfaction of Director Share Ownership Guidelines | | After Satisfaction of Director Share Ownership Guidelines | | | | Option 1 | Option 2 | Option 1 | Option 2 | Option 3 | | 100% DSUs | (i) 25% Cash + 75% DSUs or | (i) 100% DSUs | (i) 25% Cash + 75% DSUs | (i) 25% Cash + 75% RSUs | | | | or | or | or | | | (ii) 50% Cash + 50% DSUs | (ii) 100% RSUs | (ii) 50% Cash + 50% DSUs | (ii) 50% Cash + 50% RSUs |

  27. Director Compensation

    Subject to the terms of the Directors’ Share Compensation Plan (the “DSCP”), each DSU represents the right to receive one Common Share or an equivalent value in cash (at the Corporation’s discretion) when the director ceases to be (a) a director of the Corporation or (b) an employee of the Corporation (collectively, “Retires”). RSUs granted to directors are governed by the terms of the Corporation’s Long-Term Incentive Plan (the “LTIP”). Each quarterly grant of RSUs will vest in instalments of one-third per year on the first, second and third anniversary dates of the grant. Each vested RSU entitles the director to one Common Share; however, if permitted by the Corporation under the terms of the grant, a director may elect to receive a payment of cash in lieu of Common Shares. Unvested RSUs will vest immediately on the date that the director Retires. DSUs that vest on retirement will be settled on the date that is 45 days following the date on which the director Retires, or the following business day if the 45th day is not a business day (the “Valuation Date”), or as soon as practicable thereafter. The amount used to cash-settle DSUs (if applicable) will be based on the closing price of the Common Shares on the Valuation Date. DSUs will in all cases be redeemed and payable on or prior to the 90th day following the date on which the director Retires. Grants of DSUs and RSUs to directors are credited quarterly in arrears. The number of DSUs and RSUs, as applicable, granted is calculated by multiplying the amount of such director’s Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of DSUs or RSUs, as applicable, and dividing the product by the closing price of the Common Shares on the NYSE on the last business day of the quarter for DSUs and the closing price of the Common Shares on the NYSE on the trading day preceding the date of grant for RSUs.

  28. 2024 Director Compensation

    2024 Director Compensation

  29. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Kulvinder (Kelly) Ahuja(4) | $131,923 | $131,923 | $263,846 | | Robert A. Cascella | $155,000 | $155,000 | $310,000 | | Deepak Chopra(4) | $79,959 | $79,959 | $159,918 | | Françoise Colpron | $151,250 | $151,250 | $302,500 | | Daniel P. DiMaggio(4) | $5,677 | $17,030 | $22,707 | | Jill Kale | — | $285,000 | $285,000 | | Laurette T. Koellner(4) | $160,000 | $160,000 | $320,000 | | Luis A. Müller | — | $285,000 | $285,000 | | Michael M. Wilson | — | $410,000 | $410,000 |

  30. 2024 Director Compensation

    (1)Compensation paid to Board members in 2024 consisted of annual Board fees, committee chair retainer fees and travel fees (collectively, Annual Fees), which were credited quarterly, in arrears. Amounts in this column represent the portion of Annual Fees paid to Board members in 2024 in cash. Directors who had not satisfied the requirements of the Director Share Ownership Guidelines described under Director Share Ownership Guidelines below were required to elect to receive 0%, 25% or 50% of their total 2024 Annual Fees in cash, with the balance in DSUs. Directors who had satisfied such requirements were required to elect to receive 0%, 25% or 50% of their total 2024 Annual Fees in cash, with the balance either in DSUs or RSUs. Each director’s election with respect to their 2024 Annual Fees is set forth below.

  31. 2024 Director Compensation

    | Director | Cash | DSUs | RSUs | | Kulvinder (Kelly) Ahuja | 50% | 50% | — | | Robert A. Cascella | 50% | 50% | — | | Deepak Chopra | 50% | 50% | — | | Françoise Colpron | 50% | 50% | — | | Daniel P. DiMaggio | 25% | 75% | — | | Jill Kale | — | 100% | — | | Laurette T. Koellner | 50% | 50% | — | | Luis A. Müller | — | 100% | — | | Michael M. Wilson | — | — | 100% |

  32. 2024 Director Compensation

    (2)This column represents the aggregate grant date fair value of the DSUs and RSUs granted to directors in 2024, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The grant date fair value of DSUs is the number of units awarded multiplied by the closing price of the Common Shares on the NYSE on the date of grant, and the grant date fair value of RSUs is the number of units awarded multiplied by the closing price of the Common Shares on the NYSE on the trading day prior to the date of grant. The assumptions used for the valuations are set forth in note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. The number of DSUs and RSUs, as applicable, granted to each director is calculated by multiplying the amount of such director’s Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of DSUs or RSUs, as applicable (as set forth in footnote (1) above), and dividing the product by the closing price of the Common Shares on the NYSE on the last trading day of the quarter for DSUs which was $44.94 on March 28, 2024, $57.33 on June 28, 2024, $51.12 on September 30, 2024 and $92.30 on December 31, 2024 and on the trading day preceding the date of grant for RSUs which was $44.94 on March 29, 2024, $57.33 on June 28, 2024, $51.08 on September 27, 2024 and $93.82 on December 30, 2024. The grant date fair value of each award of DSUs and RSUs to directors (other than Mr. Mionis) in 2024 is set forth below:

  33. 2024 Director Compensation

    | Director | DSUs/RSUs Granted for Q1 2024 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q1 2024 | DSUs/RSUs Granted for Q2 2024 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q2 2024 | DSUs/RSUs Granted for Q3 2024 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q3 2024 | DSUs/RSUs Granted for Q4 2024 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q4 2024 | | Kulvinder (Kelly) Ahuja | 557 | $25,048 | 621 | $35,625 | 696 | $35,625 | 385 | $35,625 | | Robert A. Cascella | 862 | $38,750 | 675 | $38,750 | 758 | $38,750 | 419 | $38,750 | | Deepak Chopra | 764 | $34,375 | 599 | $34,375 | 196 | $11,209 | — | — | | Françoise Colpron | 848 | $38,125 | 643 | $36,875 | 745 | $38,125 | 413 | $38,125 | | Daniel P. DiMaggio | 581 | $17,030 | — | — | — | — | — | — | | Jill Kale | 1,585 | $71,250 | 1,242 | $71,250 | 1,393 | $71,250 | 771 | $71,250 | | Laurette T. Koellner | 890 | $40,000 | 697 | $40,000 | 782 | $40,000 | 433 | $40,000 | | Luis A. Müller | 1,585 | $71,250 | 1,242 | $71,250 | 1,393 | $71,250 | 771 | $71,250 | | Michael M. Wilson | 2,280 | $102,500 | 1,787 | $102,500 | 2,006 | $102,500 | 1,092 | $102,500 |

  34. 2024 Director Compensation

    (3)As of December 31, 2024, the following directors held unvested DSUs and RSUs as follows:

  35. 2024 Director Compensation

    | Director | Number of Common Shares Underlying | | Market Value of Outstanding Units | | | | Unvested DSUs | Unvested RSUs | Unvested DSUs | Unvested RSUs | | Kulvinder (Kelly) Ahuja | 2,259 | — | $208,506 | — | | Robert A. Cascella | 73,793 | — | $6,811,094 | — | | Deepak Chopra | — | — | — | — | | Françoise Colpron | 12,605 | — | $1,163,442 | — | | Daniel P. DiMaggio | — | — | — | — | | Jill Kale | 20,920 | — | $1,930,916 | — | | Laurette T. Koellner | 290,486 | — | $26,811,858 | — | | Luis A. Müller | 42,563 | — | $3,928,565 | — | | Michael M. Wilson | 283,131 | 33,405 | $26,132,991 | $3,083,282 |

  36. 2024 Director Compensation

    The market value of unvested DSUs and RSUs was determined using a share price of $92.30, which was the closing price of the Common Shares on the NYSE on December 31, 2024. (4)Mr. Ahuja was appointed to the Board effective January 29, 2024. Messrs. Chopra and DiMaggio and Ms. Koellner resigned from the Board effective July 30, 2024, January 29, 2024 and January 31, 2025, respectively.

  37. Board of Directors

    Board of Directors

  38. Board of Directors

    | Role of the Board |

  39. Board of Directors

    Under the Board Mandate, the Board has explicitly assumed stewardship responsibility for the Corporation. The duties and responsibilities of the Board include: •satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization; •adopting a strategic planning process and approving, on at least an annual basis, a strategic plan; •monitoring the execution of the Corporation’s strategy and the achievement of its stated objectives; •identifying the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to identify, assess, manage and mitigate these risks with a view to achieving a proper balance between risks incurred and potential return to holders of securities of the Corporation and to the long-term viability of the Corporation. Management is required to report on a quarterly basis to the Board (and the Board will review the reports) on the principal risks inherent in the business of the Corporation (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and information security, disaster recovery plans and risks related to ESG matters, including, among other things, climate policy and sustainability) and the steps implemented by management to manage these risks; •succession planning; •reviewing financial reporting and regulatory compliance; •reviewing the Corporation’s internal control and management information systems; •reviewing management of capital; •reviewing and approving material transactions; •establishing measures for receiving feedback from security holders; •overseeing the general strategy, policies and initiatives relating to ESG matters, including, among other things, climate change and sustainability; •reviewing board operations and evaluating board, committee and individual director effectiveness; •developing the Corporation’s approach to corporate governance, including review and/or approval of any proposed changes to the Corporate Governance Guidelines recommended by the NCGC; •reviewing and approving the annual director assessment process; •nominating and appointing directors; •reviewing the recommendations of the NCGC concerning resignations of directors pursuant to the Corporation’s Majority Voting Policy; •reviewing and approving financial and business goals and objectives used as a basis for measuring the performance of the CEO and relevant to CEO compensation; •reviewing and approving Celestica’s quarterly and annual financial statements after the Audit Committee has reviewed and made a recommendation to the Board regarding such statements; •approving director compensation; and •monitoring compliance with the BCG Policy. As part of our annual comprehensive corporate governance review, the Board Mandate was updated to provide that the Board shall review the recommendations of the HRCC with respect to the Corporation’s human capital management practices and strategies, including as a result of the committee’s: (i) review of reports from management to monitor Celestica’s culture and employee engagement; (ii) oversight of policies and programs in place to support and promote the health, safety and well-being of Celestica’s employees; and (iii) consideration of other ESG practices related to the committee’s charter. The Board Mandate is attached to this Proxy Statement as Appendix A.

  40. Board of Directors

    | Independence |

  41. Board of Directors

    | Director Independence |

  42. Board of Directors

    The Board has determined that all directors during 2024, and all current directors (and nominees), except for Mr. Mionis, our President and CEO, are independent under applicable Canadian securities laws and NYSE listing standards. To determine whether directors are independent, the Board uses information about their personal and business relationships with Celestica and its affiliates. The Board collects this information from various sources, including directors’ responses to a detailed annual questionnaire, director biographical information and internal records of direct or indirect material relationships (such as any relationship with the Corporation or any of the Corporation’s affiliates) which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment, or would prohibit a determination of independence under NYSE listing standards. The Board has also determined that the directors who comprise the Audit Committee, HRCC and NCGC satisfy the respective independence standards for those committees under applicable Canadian securities laws and NYSE listing standards.

  43. Board of Directors

    | Independent Chair |

  44. Board of Directors

    Mr. Wilson is the Chair of the Board and is an independent director under applicable Canadian securities laws and NYSE listing standards. In this capacity, Mr. Wilson is responsible for the effective functioning of the Board. As part of his duties, he establishes procedures to govern the Board’s work and ensure the Board’s full discharge of its duties. Celestica shareholders and other interested parties may communicate directly to the Chair any concerns that they may have regarding the Corporation. See the contact information under General Information about the Meeting — How Can I Contact the Independent Directors, Non-Management Directors and Chair? below.

  45. Board of Directors

    | Public Company Board Membership |

  46. Board of Directors

    None of the current directors or nominees of the Corporation serve together as directors of other corporations. See Election of Directors for the other public company boards on which the director nominees currently serve. Under the Corporate Governance Guidelines, directors must advise the Chair of the Board and the Chair of the NCGC before accepting membership on other public company boards and must also notify the Chair of the Board and Celestica’s Chief Legal Officer of any change of primary employment.

  47. Board of Directors

    | Position Descriptions |

  48. Board of Directors

    The Board has developed and approved written position descriptions for the Chair of the Board, the Chair of each standing committee of the Board and the CEO. The CEO has full responsibility for the day-to-day operations of the Corporation’s business in accordance with the Corporation’s strategic plan, current year operating plan and capital expenditure budget, each as approved by the Board. The CEO must develop and implement processes that are intended to ensure the achievement of the Corporation’s financial and operating goals and objectives.

  49. Board of Directors

    | Director Attendance |

  50. Board of Directors

    Directors are expected to be prepared for and attend all Board and respective committee meetings. The following table sets forth the attendance of directors at Board meetings and at meetings of those committees of which they are members held during 2024. All then-members of the Board attended the 2024 Annual and Special Meeting of Shareholders (“2024 AGM”). Although we have no formal policy with respect to our directors’ attendance at annual meetings of shareholders, all directors are encouraged to attend the annual meeting.

  51. Governance Policies and Practices

    | Director Compensation |

  52. Pay-For-Performance Alignment

    Pay-For-Performance Alignment Celestica’s executive compensation program is designed to pay-for-performance, align the interests of executives and shareholders, incentivize executives to work cohesively with a shared vision that focuses on Celestica’s strategic objectives, ensure direct accountability for annual and long-term operating results, and reflect both business strategy and market norms. The HRCC also endeavors to ensure that the executive compensation program is established with appropriate governance, risk management and regulatory principles. The HRCC is very pleased with Celestica’s outstanding performance in 2024. We believe the financial achievements and stock price performance are a direct result of the steadfast execution of the strategic plan set out by Rob Mionis, our President and CEO, several years ago. For 2024, the HRCC approved the following performance-based compensation: •2024 Corporate Performance Factor (“CPF”) under the Celestica Team Incentive Plan (the “CTI”) of 185% reflective of Celestica’s 2024 revenue, non-IFRS operating margin† and non-IFRS adjusted free cash flow† relative to financial targets for the year based on the Corporation’s AOP; and •2022 PSUs vested at 200% of the target amount granted. Such PSUs were granted in 2022 with a performance period from January 1, 2022 to December 31, 2024 with pre-determined performance criteria. The overall vesting level of 200% reflected 2024 non-IFRS operating margin† performance in the final year of the three-year performance period as modified by the Corporation’s average annual non-IFRS adjusted ROIC† and relative TSR over the performance period. The performance measures for the CTI 2024 CPF and 2022 PSUs were established prior to the Corporation’s transition from IFRS to GAAP reporting. The results were determined under the existing framework, and modifying the performance measures to GAAP would have made no difference to the performance assessment or results.

  53. Compensation Committee Report

    | Age: 62 | Robert A. Mionis — President and Chief Executive Officer Mr. Mionis is responsible for Celestica’s overall leadership, strategy and vision. In conjunction with the Board, he develops the Corporation’s overall strategic plan, including the corporate goals and objectives as well as our approach to risk management. He is focused on positioning the Corporation for long-term profitable growth and ensuring the success of Celestica’s customers around the world. Prior to joining Celestica in 2015, Mr. Mionis was an Operating Partner at Pamplona, a global private equity firm where he supported several companies across a broad range of industries, including the industrial, aerospace, healthcare and automotive industries. Before joining Pamplona, Mr. Mionis served as President and CEO of StandardAero, leading the company through a period of significant revenue and profitability growth. Over the course of his career, he has held a number of operational and service roles at companies in the aerospace, industrial and semiconductor markets, including General Electric, Axcelis Technologies, AlliedSignal and Honeywell. From 2018 to 2021, Mr. Mionis served on the board of Shawcor Ltd. (now known as Mattr Corp.), an energy services company listed on the TSX. Mr. Mionis is a member of the Board of Directors. Since March 1, 2025, Mr. Mionis has served on the Board of Directors of Textron Inc., a NYSE-listed company that operates in aerospace, defense, industrial and financial sectors. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts. | | Age: 48 | Mandeep Chawla — Chief Financial Officer Mr. Chawla is responsible for the Corporation’s planning and management of short and long-term financial performance and reporting activities. He assists the CEO in setting the long-term strategic direction and financial goals of the Corporation, and manages overall capital allocation activities in order to maximize shareholder value. He provides oversight on risk management and governance matters, and leads the communication and relationship management activities with key financial stakeholders. Mr. Chawla joined Celestica in 2010 and held progressively senior roles in the Corporation before assuming the role of CFO in 2017. He began his career at General Electric. Mr. Chawla served on the Board of Directors of Sleep Country Canada Holdings Inc., a TSX-listed mattress and bedding retailer, from 2020 to 2024. He holds a Master of Finance degree from Queen’s University and a Bachelor of Commerce degree from McMaster University. He is a CPA, CMA. |

  54. Compensation Committee Report

    | Age: 51 | Jason Phillips — President, Connectivity & Cloud Solutions (“CCS”) Mr. Phillips was appointed President, CCS, effective January 1, 2019. In this role, he is responsible for strategy and technology development, deployment and execution for Celestica’s enterprise and communications businesses. His responsibilities include the strategic development and execution of our HPS business (which includes firmware/software enablement across all primary IT infrastructure data center technologies, open source software offerings that complement our hardware platforms, and aftermarket services, including IT asset disposition) and HPS network, including our new center of excellence in Richardson, Texas, which expands our HPS footprint and increases our North America manufacturing capacity. Mr. Phillips has over 25 years of industry experience and joined Celestica in 2008 holding progressively senior roles within the Corporation’s CCS business, most recently as Senior Vice President, Enterprise and Cloud Solutions. Prior to joining Celestica, he held the role of Vice President and General Manager, Personal Communications at Elcoteq, and spent five years at Solectron in senior roles spanning sales, global account management, business unit leadership, and operations. Mr. Phillips holds a Bachelor of Science in Business Administration from the University of North Carolina, Chapel Hill. | | Age: 55 | Todd C. Cooper — President, Advanced Technology Solutions (“ATS”) Commencing in 2022, Mr. Cooper serves as President, ATS. He is responsible for strategy development, deployment and execution of Celestica’s A&D, Capital Equipment, HealthTech and Industrial businesses (including PCI Private Limited (“PCI”)). From 2018 to 2021, he served as Chief Operations Officer and was responsible for driving operational and supply chain excellence, quality and technology innovation throughout the Corporation, as well as for the enablement of processes that drive value creation. As part of his role, he also led the operations, supply chain, quality, global business services and information technology teams. Mr. Cooper has over 25 years of experience in operations leadership and advisory roles, including considerable experience in developing and implementing operational strategies to drive large-scale improvements for global organizations. Prior to joining Celestica, Mr. Cooper led supply chain, procurement, logistics, and sustainability value creation efforts at KKR, a global investment firm. Prior to that, he was the Vice President of Global Sourcing in Honeywell’s Aerospace Division. He previously held various management roles at Storage Technology Corporation, McKinsey & Company, and served as a Captain in the U.S. Army. He holds a Bachelor of Science in Engineering from the U.S. Military Academy at West Point, a Master of Science in Mechanical Engineering from the Massachusetts Institute of Technology and an MBA from the MIT Sloan School of Management. | | Age: 52 | Yann Etienvre — Chief Operations Officer Mr. Etienvre was appointed Chief Operations Officer, effective January 1, 2022, after serving as an advisor upon joining Celestica in November 2021. He is responsible for driving operational excellence, quality, and technology innovation throughout the Corporation, as well as enabling processes that drive value creation. As part of his role, he leads the technology innovation, supply chain, information technology and operations excellence teams. Mr. Etienvre joined Celestica from Sensata Technologies, where he served as the Executive Vice President and Chief Supply Chain Officer from 2019 to 2021. In this role, he was responsible for global operations, sourcing, logistics and compliance. He has held various leadership roles within Sensata Technologies, IMI plc, GE Healthcare, Montupet and Renault and has experience with various market segments including automotive, healthcare, electrification, oil and gas, energy and appliances. He holds a Bachelor of Science in Mechanical Engineering from Institut National des Sciences Appliquées, Lyon and an EMBA from Marquette University. |

  55. Compensation Objectives

    Compensation Objectives The Corporation’s executive compensation philosophy is to attract, motivate and retain the leaders who drive the success of the Corporation. In light of this philosophy, we have designed our executive compensation programs and practices to pay-for-performance, adhere to the Corporation’s risk profile, align the interests of executives and shareholders, incentivize executives to work as a team to achieve our strategic objectives, ensure direct accountability for annual and long-term operating results, and to reflect both business strategy and market norms. The HRCC reviews compensation policies and practices regularly, considers related risks, and makes any adjustments it deems necessary to ensure our compensation policies are not reasonably likely to have a material adverse effect on the Corporation. A substantial portion of the compensation of our executives is linked to the Corporation’s performance. The HRCC establishes total target compensation and certain elements of compensation (base salary, short-term incentives and long-term incentives) for the NEOs with reference to the median compensation of the Comparator Group (defined under Comparator Group below), and other factors including experience, internal pay equity, work location, tenure, and role. Rather than setting pay formulaically to match the median exactly, the Comparator Group is primarily used for setting an anchor point by which to test the reasonableness of compensation. NEOs have the opportunity for higher compensation for performance that exceeds target performance goals, and will receive lower compensation for performance that is below target performance goals.

  56. Compensation Objectives

    | What We Do | | What We Don’t Do | | Pay-for-performance | ✔ | No repricing of optionsX | | Focus on long-term compensation using a balanced mix of compensation elements | ✔ | No hedging or pledging by executives of Celestica securitiesX | | Ensure the mix of executive compensation balances long-term success, annual performance, and adequate fixed compensation | ✔ | No steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholdsX | | Consider market norms and competitive pay practices | ✔ | No multi-year guaranteesX | | Mitigate undue risk in compensation programs | ✔ | No uncapped incentive plansX | | Retain an independent advisor to the HRCC | ✔ | | | Stress-test compensation plan designs | ✔ | | | Apply stringent share ownership policies and post- employment hold period for the CEO’s shares | ✔ | | | Clawback incentive-based compensation under specified circumstances | ✔ | | | Maintain equity plans that provide for change of control treatment for outstanding equity based on a “double trigger” requirement | ✔ | | | Set minimum corporate profitability requirement for annual incentive payments | ✔ | | | Establish caps on PSU payout factors | ✔ | | | Provide annual shareholder “say-on-pay” advisory vote | ✔ | |

  57. Compensation Objectives

    The 2024 compensation package was designed to: •ensure executives are compensated fairly and in a way that does not result in the Corporation incurring undue risk or encouraging executives to take inappropriate risks; •provide competitive fixed compensation (i.e., base salary and benefits), as well as a substantial amount of at-risk pay through our annual and equity-based incentive plans; •reward executives for: achieving short-term operational and financial results through annual cash incentives based on the AOP; achieving long-term operational and financial results as well as superior share price performance relative to a group of technology hardware and equipment companies (through PSUs); and sustained, long-term leadership (through RSUs); •align the interests of executives and shareholders through long-term equity-based compensation; •recognize tenure and utilize a multi-year approach for setting and transitioning target compensation for executives who are new in their role; •reflect internal equity, recognize fair and appropriate compensation levels relative to differing roles and responsibilities, and encourage executives to work as a team to achieve corporate results; and •ensure direct accountability for the annual operating results and the long-term financial performance of the Corporation.

  58. Compensation Objectives

    The HRCC, which has the sole authority to retain and terminate an executive compensation consultant to the HRCC, has engaged the Compensation Consultant since 2006 as its independent compensation consultant to assist in identifying appropriate comparator companies against which to evaluate the Corporation’s compensation levels, to provide data about those companies, and to provide observations and advice with respect to the Corporation’s compensation practices versus those of chosen comparator companies and the market in general. The Compensation Consultant also provides advice (upon request) to the HRCC on the policy recommendations prepared by management and keeps the HRCC apprised of market trends in executive compensation. The Compensation Consultant attended portions of all HRCC meetings held in 2024, in person, by telephone or virtually, as requested by the Chair of the HRCC. At each of its meetings, the HRCC held an in camera session with the Compensation Consultant without any member of management being present. Decisions made by the HRCC, however, are the responsibility of the HRCC and may reflect factors and considerations supplementary to the information and advice provided by the Compensation Consultant. Each year, the HRCC reviews the scope of activities of the Compensation Consultant and, if it deems appropriate, approves the corresponding budget. During such review, the HRCC also considers the independence factors required to be considered by the NYSE prior to the selection or receipt of advice from a compensation consultant. After consideration of such independence factors and prior to engaging the Compensation Consultant in 2024, the HRCC determined that the Compensation Consultant was independent and its work did not raise any conflicts of interest. The Compensation Consultant meets with the Chair of the HRCC and management at least annually to identify any initiatives requiring external support and agenda items for each HRCC meeting throughout the year. The Compensation Consultant reports directly to the Chair of the HRCC and is not engaged by management. The Compensation Consultant may, with the approval of the HRCC, assist management in reviewing and, where appropriate, developing and recommending compensation programs to align the Corporation’s practices with competitive practices. Any such service in excess of $25,000 provided by the Compensation Consultant relating to executive compensation must be pre-approved by the Chair of the HRCC. In addition, any non-executive compensation consulting service in excess of $25,000 must be submitted by management to the HRCC for pre-approval, and any services that will cause total non-executive compensation consulting fees to exceed $25,000 in aggregate in a calendar year must also be pre-approved by the HRCC. The following table sets out the fees paid by the Corporation to the Compensation Consultant in each of the past two years:

  59. Fees of the Compensation Consultant

    Fees of the Compensation Consultant

  60. Fees of the Compensation Consultant

    | | Year Ended December 31 | | | | 2024 | 2023 | | Executive Compensation-Related Fees(1) | C$355,950 | C$306,875 | | All Other Fees(2) | C$64,459 | C$- |

  61. Fees of the Compensation Consultant

    (1)Services for 2024 and 2023 included support on executive compensation matters that are part of the HRCC’s annual agenda (e.g., executive compensation competitive market analysis, review of trends in executive compensation, peer group review, pay-for- performance analysis and assistance with executive compensation-related disclosure, annual valuation of PSUs for accounting purposes, attendance at all HRCC meetings, and support with ad hoc executive compensation issues that arose throughout the year). Services for 2024 also included delivery of the annual director evaluation and services provided in connection with the requirements applicable to domestic U.S. issuers. Services for 2023 also included a review of director compensation, including a competitive market analysis. (2)Services for 2024 included support on non-executive compensation matters, including one-time incentive plan design and competitive survey data.

  62. Fees of the Compensation Consultant

    | Compensation Process |

  63. Fees of the Compensation Consultant

    Executive compensation is determined as part of an annual process followed by the HRCC, supported by the Compensation Consultant. The HRCC reviews and approves compensation for the CEO and the other NEOs, including base salaries, target annual incentive awards under the CTI and equity-based incentive grants. The HRCC evaluates the performance of the CEO relative to financial and business goals and objectives approved by the Board from time to time for such purpose. The HRCC reviews data for the Comparator Group and other competitive market data, and consults with the Compensation Consultant before exercising its independent judgment to determine appropriate compensation levels. The CEO reviews the performance evaluations of the other NEOs with the HRCC and provides compensation recommendations. The HRCC considers these recommendations, reviews market compensation information, consults with the Compensation Consultant, and then exercises its independent judgment to determine if any adjustments are required prior to approval of the compensation of such other NEOs. The CEO and the other NEOs are not present at the HRCC meetings when their respective compensation is discussed. The HRCC generally meets in accordance with the timeline outlined below:

  64. Fees of the Compensation Consultant

    | January | •Determine achievement of the CPF and the individual performance factors for CTI payments for the previous year •Determine achievement of performance for the PSUs that are settled in the current year based on performance as of the end of the applicable performance period •Approve corporate performance objectives for the CTI for the current year •Approve performance goals for PSUs granted in the current year •Review individual target compensation levels and approve base salary, target under the CTI and long-term incentives for the current year •Conduct risk assessment of compensation programs •Review scope of activity of Compensation Consultant and approve fees for the current year •Review the corporate goals and objectives relevant to CEO compensation and evaluate CEO performance in light of the financial and business goals and objectives approved by the Board for the previous year •Review and approve total compensation package for CEO for the current year, including stress-test of performance-based compensation •Review Compensation Consultant independence | | February | •Review and approve disclosure relating to executive compensation | | April | •Assess performance of Compensation Consultant •Human capital management update (talent management and employee engagement) | | July | •Review talent management strategy and succession plans •Review and approve Comparator Group for the following year (based on the recommendation of the Compensation Consultant) •Director compensation review •Pension plan review •Policy review •Executive Share Ownership Guideline review •Review trends and “hot topics” in compensation governance •Pay-for-performance alignment review •Review and consider shareholder feedback from say-on-pay vote | | October | •Review market benchmark reports for the CEO and other NEOs •Review and evaluate interim performance relative to corporate goals and objectives for the current year | | December | •Review and evaluate updated interim performance relative to corporate goals and objectives for the current year •Review preliminary compensation recommendations and performance objectives for the following year, including base salary recommendations and the value and mix of equity-based incentives (NEO compensation recommendations are developed by the CEO. The CEO’s compensation recommendations are determined by the HRCC in consultation with the Compensation Consultant and the CHRO). By reviewing the compensation proposals in advance, the HRCC is afforded sufficient time to discuss and provide input regarding proposed compensation changes prior to the January meeting at which time the HRCC approves the compensation proposals, revised as they deem appropriate, based on input provided at the December meeting. •Preliminary evaluation of individual performance relative to objectives |

  65. Compensation Risk Assessment and Governance Analysis

    | Governance | | | Corporate Strategy Alignment | •Our executive compensation program is designed to link executive compensation outcomes with the execution of business strategy and align with shareholder interests. | | Compensation Decision-Making Process | •We have formalized compensation objectives to help guide compensation decisions and incentive design and to effectively support our pay-for-performance policy (see Compensation Objectives). | | Shareholder Engagement | •We have a shareholder outreach program through which we solicit feedback on our corporate governance, executive compensation program, and other matters. | | Annual Review of Incentive Programs | •Each year, we review and set performance measures and targets for the CTI and for PSU grants under our long-term incentive plans that are aligned with our business plan and our risk profile to ensure continued relevance and applicability. •When new compensation programs are considered, they are stress-tested to ensure potential payouts would be reasonable within the context of the full range of performance outcomes. CEO compensation is stress-tested annually in addition to any stress-tests for new compensation programs. | | External Independent Compensation Advisor | •On an ongoing basis, the HRCC retains the services of an independent compensation advisor to provide an external perspective as to marketplace changes and best practices related to compensation design, governance and compensation risk management. | | Overlapping Committee Membership | •All of our independent directors sit on the HRCC to provide continuity and to facilitate coordination between the HRCC’s and the Board’s respective oversight responsibilities. |

  66. Compensation Risk Assessment and Governance Analysis

    | Compensation Program Design | | | Review of Incentive Programs | •At appropriate intervals, we conduct a review of our compensation strategy, including pay philosophy and program design, in light of business requirements, shareholder views, market practice and governance considerations. | | Fixed versus Variable Compensation | •For the NEOs, a significant portion of target total direct compensation is delivered through variable compensation (CTI and long-term, equity- based incentive plans). •The majority of the value of target variable compensation is delivered through grants under long-term, equity-based incentive plans which are subject to time and/or performance vesting requirements. •The mix of variable compensation provides a strong pay-for-performance relationship. •The NEO compensation package provides a competitive base level of compensation through salary, and mitigates the risk of encouraging the achievement of short-term goals at the expense of creating and sustaining long-term shareholder value, as NEOs benefit if shareholder value increases over the long-term. | | “One-company” Annual Incentive Plan | •Celestica’s “one-company” annual incentive plan (the CTI) helps to mitigate risk-taking by tempering the results of any one business unit on Celestica’s overall corporate performance, and aligning executives and employees in the various business units and regions with corporate goals. | | Balance of Financial Performance Metrics as well as Absolute and Relative Performance Metrics | •The CTI ensures a balanced assessment of performance with ultimate payout tied to measurable corporate financial metrics. •Individual performance is assessed based on business results, teamwork and key accomplishments, and market performance is captured through RSUs as well as PSUs (which vest based on performance relative to both absolute and relative financial targets). | | Minimum Performance Requirements and Maximum Payout Caps | •A corporate profitability requirement must be met for any payout to occur under the CTI. •Additionally, target performance on a second CTI performance measure must be achieved for payment above target on the CTI’s revenue performance measure. •Each of the CTI payouts and PSU vesting have a maximum payout of two times target. |

  67. Compensation Risk Assessment and Governance Analysis

    | Share Ownership Requirement | •Our Executive Share Ownership Guidelines require executives to hold a significant amount of our securities to help align their interests with those of shareholders’ and our long-term performance. •This practice also mitigates against executives taking inappropriate or excessive risks to improve short-term performance at the expense of longer-term objectives. •In the event of the cessation of Mr. Mionis’ employment with us for any reason, he will be required to retain the share ownership level set out in the Executive Share Ownership Guidelines on his termination date for the 12 month period immediately following his termination date. | | Anti-hedging and Anti-pledging Policy | •Executives and directors are prohibited from: entering into speculative transactions and transactions designed to hedge or offset a decrease in the market value of our securities; purchasing our securities on margin; borrowing against our securities held in a margin account; and pledging our securities as collateral for a loan. | | Clawback and Recoupment Policies | •We have adopted a Clawback Policy consistent with SEC rules and NYSE listing standards, providing for the recoupment of specified excess incentive compensation received by covered executives during specified periods in the event of certain accounting restatements. •Additionally, incentive compensation is subject to clawback if a specified employee has committed a material breach of certain post-employment provisions. See Clawback and Recoupment Policies below. •Celestica is also subject to the clawback provisions of the Sarbanes-Oxley Act of 2002. | | “Double Trigger” | •The LTIP and Celestica Share Unit Plan (the “CSUP”) provide for change-of-control treatment for outstanding equity based on a “double trigger” requirement. | | Severance Protection | •NEOs’ entitlements on termination without cause are in part contingent on complying with applicable confidentiality, non-solicitation and non-competition obligations. | | Pay-For-Performance Analysis | •We conduct periodic scenario-testing of the executive compensation programs, including a pay-for-performance analysis. |

  68. Compensation Risk Assessment and Governance Analysis

    | Comparator Group |

  69. 2024 Comparator Group

    2024 Comparator Group Our approach to executive pay benchmarking reflects our strategic direction, the evolution of our business model, and external market conditions. It is important for the comparator group that is used to benchmark compensation (the “Comparator Group”) to reflect the global scale of executive talent required to drive our strategic vision, our market for executive talent, our financial characteristics and our highly specialized and diversified operations. A majority of our current executive officers were not recruited from the Canadian market. Our three most recent CEOs (including Mr. Mionis) and three of the four other NEOs have come from the U.S. We have no EMS competitors in Canada, and non-EMS companies of similar size that are based exclusively within Canada do not provide the desired EMS business and operational knowledge required for the complexity of our business. As part of the annual executive compensation process, the HRCC reviewed the Comparator Group in July 2024 with respect to 2024 executive compensation. The composition of the Comparator Group was reviewed to ensure it properly reflected our market for executive talent in light of the evolution of our business into a growth phase. Further emphasis was placed on expanding the Comparator Group to include additional EMS peers. The Compensation Consultant prepared an in-depth review of potential changes to the Comparator Group, which was presented to the HRCC, with updates to the size/financial criteria and the addition of EMS factors as follows:

  70. 2024 Comparator Group

    | Size/Financial Measures | •Since revenue is the financial measure that is most strongly correlated with executive pay: •Companies with revenue generally in the range of 50% to 200% of the Corporation’s revenue were considered •Celestica’s revenue was above the median of the Comparator Group •Other financial measures were reviewed in addition to revenue, such as market capitalization, earnings before interest and taxes (EBIT) margin and other financial indicators which align with our strategic direction •These financial attributes ensure the alignment of executive pay with that of companies with similar financial characteristics as well as affordability of incentive plans •Celestica’s improved performance and relative positioning | | Operations | •Companies with similar scope, complexity and global operations •Consideration was given to Celestica’s U.S.-based market for executive talent | | Industry | •Similarly sized industry comparables were further refined based on other financial indicators •Technology companies associated with the EMS industry | | Peers of peers | •Analysis of the comparator groups of certain peer companies within the EMS industry | | Input from management | •Perspectives of management regarding which organizations were most relevant from a business operations and talent competitor perspective | | EMS | •Analysis of the compensation levels, policies and practices of the EMS sector in order to better align with the Corporation’s competitors |

  71. 2024 Comparator Group

    Based on these criteria, the Compensation Consultant recommended and the HRCC approved the following Comparator Group, which is comprised of U.S.-based technology companies and EMS peers, to be used in the determination of 2024 executive compensation:

  72. 2024 Comparator Group

    2024 Comparator Group

  73. 2024 Comparator Group

    | Benchmark Electronics Inc. | NetApp, Inc. | | Ciena Corp. | Plexus Corp. | | CommScope Holding Company, Inc. | Sanmina Corporation | | Curtiss-Wright Corporation | Scansource Inc. | | Fabrinet | Seagate Technology PLC | | Flex Ltd. | Trimble Inc. | | Jabil Inc. | TTM Tech | | Juniper Networks, Inc. | Xerox Holdings Corporation | | NCR Voyix Corporation | |

  74. 2024 Comparator Group

    Additionally, broader market compensation survey data for other similarly-sized organizations as well as U.S. technology companies and Canadian general industry companies with global operations provided by the Compensation Consultant was analyzed in accordance with a process approved by the HRCC. The HRCC also considered proxy disclosure for companies in the Comparator Group, as well as survey data, among other factors, in making compensation decisions for the CEO and the other NEOs.

  75. Compensation Elements for the Named Executive Officers

    | Annual Cash Incentives | Aligns executive performance with the Corporation’s annual goals and objectives | | Equity-Based Incentives | | | •RSUs | Provides a strong incentive for long-term executive retention | | •PSUs | Aligns executives’ interests with shareholder interests and provides incentives for long-term performance | | Benefits | Designed to help ensure the health and wellness of executives | | Pension | Designed to assist executives in saving for their retirement | | Perquisites | Perquisites are provided to executives on a case-by-case basis as considered appropriate and in the interests of the Corporation |

  76. Compensation Elements for the Named Executive Officers

    In order to ensure that our executive compensation program is market competitive, we periodically review the program design and annually review pay levels of companies in the Comparator Group and other competitive market data. We assess total target direct compensation (base salary, annual cash incentive and equity grants) as well as specific elements of compensation when reviewing market information relative to our executive compensation program. The HRCC uses the median of the Comparator Group as a guideline when determining total target direct compensation, but is not bound to any target percentile for any specific element of compensation. In addition to competitive market data, we also consider executive compensation in the context of an executive’s level of responsibility, experience, performance relative to their internal peers and succession planning. In determining appropriate positioning relative to the Comparator Group and internal peers, we utilize a multi-year approach for setting and transitioning target compensation for executives who are new in their role. The at-risk portion of total compensation varies by role and executive level, but has the highest weighting at the most senior levels of management. CTI awards and certain equity-based incentive plan awards are contingent upon the Corporation’s financial and operational performance and are therefore at-risk. By making a significant portion of total target direct compensation variable, the Corporation intends to continue to align NEO compensation with shareholder interests.

  77. Compensation Elements for the Named Executive Officers

    | Celestica Team Incentive Plan |

  78. Compensation Elements for the Named Executive Officers

    The Corporation’s equity-based incentives for the NEOs consist of RSUs, PSUs and/or stock options. The objectives of equity-based compensation are to: •align the NEOs’ interests with those of shareholders and incentivize appropriate behaviour for long-term performance; •reward the NEOs’ contributions to the Corporation’s long-term success; and •enable the Corporation to attract, motivate and retain qualified and experienced employees. At the January meeting, the HRCC determines the dollar value and mix of the equity-based grants to be awarded to the NEOs, if any. On the grant date, the dollar value is converted into the number of units that will be granted using the closing price of the Common Shares on the trading day prior to the grant date. The annual grants are made following the blackout period that ends not less than 48 hours after the Corporation’s year-end results have been released. The mix of equity-based incentives is reviewed and approved by the HRCC each year, and is based on factors including competitive grant practices, balance between performance incentive and retention value, and the effectiveness of each equity vehicle for motivating and retaining critical leaders. Target equity-based incentives are determined using a variety of factors, including the median awards of the Comparator Group, as well as individual performance, experience and anticipated contribution to the Corporation’s strategy. In establishing the grant value of the annual equity awards for each of the NEOs, we start by assessing the median total target direct compensation of the equivalent position at companies in the Comparator Group. This data is then compared over a number of years for additional context and market trends. The HRCC also considers individual performance, the need to retain experienced and talented leaders to execute the Corporation’s business strategies and the executive’s potential to contribute to long-term shareholder value. Also considered are the executive’s role and responsibilities, internal equity and the level of previous long-term incentive awards. Once all of these factors are taken into consideration, the grant value of the annual equity-based awards for the NEOs is set. In addition to the annual equity grants, management may award equity-based incentives in order to attract new executive hires and to retain current executives in special circumstances. Such grants are reviewed in advance with the Chairs of the Board and HRCC, and are subject to ratification by the HRCC. No such grants were made to NEOs in 2024.

  79. Compensation Elements for the Named Executive Officers

    | RSUs |

  80. Compensation Elements for the Named Executive Officers

    NEOs may be granted RSUs under either the LTIP or the CSUP as part of the Corporation’s annual equity grant. Such awards may be subject to vesting requirements, including time-based or other conditions as may be determined by the HRCC in its discretion. RSUs granted by the Corporation generally vest in instalments of one-third per year, over three years, based on continued employment with the Corporation. The payout value of the award is based on the number of RSUs being released and the market price of the Common Shares at the time of release. The Corporation has the right under the CSUP to settle RSUs in either cash or Common Shares (and intends to settle in Common Shares). Under the LTIP, the Corporation may, at the time of grant, authorize grantees to settle vested RSUs either in cash or in Common Shares (on a one-for-one basis). Absent such permitted election, we intend to settle vested grants under the LTIP in Common Shares.

  81. Compensation Elements for the Named Executive Officers

    | PSUs |

  82. Compensation Elements for the Named Executive Officers

    NEOs may be granted PSUs under the LTIP or the CSUP as part of the Corporation’s annual equity grant. The vesting of such awards requires the achievement of specified performance-based conditions over a specified time period, as determined by the HRCC in its discretion. PSUs granted by the Corporation generally vest at the end of a three-year performance period subject to pre-determined performance criteria. The payout value of the award is based on the number of PSUs that vest (which ranges from 0% to 200% of the target amount granted) and the market price of the Common Shares at the time of release. The Corporation has the right under the CSUP to settle vested PSUs in either cash or Common Shares (on a one-for-one-basis), and intends to settle in Common Shares. Under the LTIP, the Corporation may, at the time of grant, authorize grantees to settle PSUs either in cash or in Common Shares. Absent such permitted election, we intend to settle grants under the LTIP in Common Shares. NEOs may be granted stock options under the LTIP (no stock options have been granted to the NEOs after 2015). The exercise price of a stock option is the closing market price on the business day prior to the date of the grant. Stock options granted by the Corporation generally vest at a rate of 25% annually on each of the first four anniversaries of the date of grant and expire after a ten-year term. The LTIP is not an evergreen plan and no stock options have been re-priced.

  83. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters Pursuant to the employment agreement entered into with Mr. Mionis dated August 1, 2015, as amended on each of August 1, 2016 and July 25, 2024 (the “CEO Employment Agreement”), he is eligible to: (i) participate in the CTI; (ii) receive annual equity grants under the Corporation’s equity compensation plans; and (iii) participate in applicable defined contribution plans, in each case as approved by the Board. The CEO Employment Agreement has no specific term. Severance to which Mr. Mionis is entitled in the event of specified termination events, including the treatment of outstanding equity awards, is described in Termination of Employment and Change in Control Arrangements with Named Executive Officers. Information with respect to the CTI payments made to Mr. Mionis for 2024 is described in 2024 Compensation Decisions — Annual Incentive Award (CTI). The vesting conditions applicable to the RSUs and PSUs granted to Mr. Mionis in 2024 are described in 2024 Compensation Decisions — NEO Equity Awards and Mix. Pursuant to offer letters entered into with each of Messrs. Chawla, Phillips, Cooper and Etienvre, each of these NEOs is eligible to: (i) participate in the CTI; (ii) receive annual equity grants under the Corporation’s equity compensation plans; and (iii) participate in applicable defined contribution plans, in each case as approved by the Board. The offer letters have no specific term. Severance to which each of these NEOs is entitled in the event of specified termination events, including the treatment of outstanding equity awards, is described in Termination of Employment and Change in Control Arrangements with Named Executive Officers. Information with respect to the CTI payments made to each of these NEOs for 2024 is described in 2024 Compensation Decisions — Annual Incentive Award (CTI). The vesting conditions applicable to the RSUs and PSUs granted to these NEOs in 2024 are described in 2024 Compensation Decisions — NEO Equity Awards and Mix.

  84. Clawback and Recoupment Policies

    Clawback and Recoupment Policies The Corporation has adopted a Clawback Policy (“Clawback Policy”), which provides for recoupment of “excess incentive compensation” received by “covered executives” on or after October 2, 2023 with respect to specified periods, in the event of an “accounting restatement” (each as defined in the Clawback Policy, which is included as an exhibit to our 2024 Form 10-K). The Clawback Policy complies with, and will be interpreted and administered in a manner consistent with, all applicable laws and regulations, including without limitation Rule 10D-1 promulgated under the Exchange Act, and Section 303A.14 of the Listed Company Manual of the NYSE. Additionally, the Corporation maintains an Incentive Compensation Recoupment Policy (“Recoupment Policy”) which provides for the recoupment of “incentive compensation” in the event of a material breach of certain post-employment provisions by specified employees. The clawbacks include (i) disgorgement or reimbursement of all or any portion of any cash incentive compensation paid, awarded or granted to such employee; and/or (ii) with respect to equity-based incentive compensation that has not been forfeited as a result of the termination or resignation, reduction of the number or value of, or cancellation and termination, of all or any portion of any incentive compensation that was awarded or granted to the employee or vested, in each case in the two-year period prior to the date of breach and/or, as well as reimbursement of any proceeds realized from the sale of any such award or grant, in each case in the two year period prior to the date of breach. For the purposes of the Recoupment Policy, incentive compensation means, without limitation, short-term cash incentives, equity-based awards and grants, and any other cash compensation or special payments. Celestica is also subject to Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX Clawback”). To the extent that application of the Recoupment Policy would result in duplicative recovery of incentive compensation from a designated employee under the SOX Clawback and/or the Clawback Policy, recoveries under either the SOX Clawback or the Clawback Policy shall be credited against amounts or other recoupment determined to be recoverable from such employee with respect to the same incentive compensation. In addition, under the terms of all equity grants made to employees (including the NEOs) under the LTIP and the CSUP, an amount equal to the market value of the shares (or in the case of options, the intrinsic value realized by the employee) at the time of release, net of taxes, is required to be repaid to the Corporation if, within 12 months of the release date, there was a breach of certain post-employment provisions (non-competition, non-solicitation or disclosure of confidential information). Executives who are terminated for cause also forfeit all unvested RSUs, PSUs and stock options as well as all vested and unexercised stock options.

  85. NEO Base Salary Changes

    | Annual Incentive Award (CTI) |

  86. 2024 CTI Awards

    | Name | Target Incentive %(1) | Potential Award for Below Threshold Performance | Potential Award for Threshold Performance(2) | Potential Award for Target Performance(2) | Potential Maximum Award(3) | Amount Awarded | Amount Awarded As a% of Base Salary | | Robert A. Mionis | 150% | $0 | $417,264 | $1,669,057 | $3,338,115 | $3,338,115(4) | 300% | | Mandeep Chawla | 100% | $0 | $150,000 | $600,000 | $1,200,000 | $1,200,000(4) | 200% | | Jason Phillips | 80% | $0 | $108,011 | $432,044 | $864,088 | $864,088(4) | 160% | | Todd C. Cooper | 80% | $0 | $100,757 | $403,027 | $806,055 | $797,792 | 158% | | Yann Etienvre | 80% | $0 | $100,757 | $403,027 | $806,055 | $806,055(4) | 160% |

  87. 2024 CTI Awards

    | NEO Equity Awards and Mix |

  88. 2024 CTI Awards

    Target equity-based incentives were determined for the NEOs with reference to the median awards of the Comparator Group. Consideration was also given to individual performance, the roles and responsibilities of the NEOs, retention value and market trends. The mix of equity in respect of 2024 compensation was comprised of 40% RSUs and 60% PSUs (consistent with recent years). See Compensation Elements for the Named Executive Officers — Equity-Based Incentives for a general description of the process for determining the amounts of these awards. The following table sets forth equity awards granted to the NEOs on February 2, 2024 as part of their 2024 compensation:

  89. NEO Equity Awards

    NEO Equity Awards

  90. NEO Equity Awards

    | Name | RSUs (#)(1) | PSUs (#)(2) | Stock Options (#) | Value of Equity Award(3) | | Robert A. Mionis | 101,052 | 151,578 | — | $9,125,000 | | Mandeep Chawla | 22,148 | 33,223 | — | $2,000,000 | | Jason Phillips | 22,148 | 33,223 | — | $2,000,000 | | Todd C. Cooper | 19,934 | 29,900 | — | $1,800,000 | | Yann Etienvre | 20,487 | 30,731 | — | $1,850,000 |

  91. NEO Equity Awards

    (1)Grants were based on a share price of $36.12, which was the closing price of the Common Shares on the NYSE on February 1, 2024 (the last business day before the date of grant). (2)Assumes achievement of 100% of target level performance. (3)Represents the aggregate grant date fair value of the RSUs and PSUs. The RSUs granted in 2024 vest ratably over a three-year period, commencing on the first anniversary of the date of grant. The value of the RSUs granted on February 2, 2024 was determined at the January 30, 2024 meeting of the HRCC. The number of RSUs granted was determined using the closing price of the Common Shares on February 1, 2024 (the day prior to the date of grant) on the NYSE of $36.12. The PSUs granted in 2024 vest at the end of a three-year period subject to pre-determined performance criteria. At the time of grant, the HRCC approved non-IFRS adjusted EPS as a performance condition. This performance condition was established prior to the Corporation’s transition from IFRS to GAAP reporting. Following our determination that we no longer meet the definition of a “foreign private issuer” as of the end of Q2 2024 and the anticipation that we would prepare our consolidated financial statements in accordance with GAAP, including the financial results at the end of the three-year performance period, the HRCC modified the performance condition by replacing non-IFRS adjusted EPS with non-GAAP adjusted EPS. For such awards, each NEO was granted a target value of PSUs (“Target Grant”). The number of PSUs that will actually vest ranges from 0% to 200% of the Target Grant and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period (“Adj. EPS Result”) as compared to a predetermined target range approved by the HRCC (“Adj. EPS Target”), subject to modification by the Corporation’s relative TSR achievement (“TSR Factor”) over the performance period in accordance with the following:

  92. NEO Equity Awards

    | Formula | Description | | Preliminary Vesting % based on Adj. EPS Result | The percentage of PSUs that will vest will be based on the Adj. EPS Result over the three- year period as compared to the pre-determined target range (the “Preliminary Vesting%”), and can range between 0% and 200% of the Target Grant by using a straight-line interpolation. The Preliminary Vesting% (if positive) will be subject to an adjustment based on the TSR Factor, as described below, provided that the maximum number of PSUs that may vest will not exceed 200% of the Target Grant. | | Preliminary Vesting % subject to modification by a factor ranging from −30% to +30% based on TSR Factor | TSR measures the performance of a company’s shares over time. It combines share price appreciation and dividends, if any, paid over the relevant period to determine the total return to the shareholder expressed as a percentage of the share price at the beginning of the performance period. With respect to each TSR Comparator (as defined below), TSR is calculated as the change in share price over the three-year performance period (plus any dividends) divided by the share price at the beginning of the period, where the average daily closing share price for the month of December 2023 is the beginning share price and the average daily closing price for the month of December 2026 will be the ending share price. The TSR of the Corporation is calculated in the same manner in respect of the Common Shares (the Corporation does not currently pay dividends). For purposes of determining modifications to the Preliminary Vesting% based on the TSR Factor, the HRCC determined that for PSUs granted in 2024, the Corporation’s TSR will be measured relative to the S&P Americas BMI Technology Hardware & Equipment Index as of January 1, 2024 (the “BMI Index”), that remain publicly traded on an established U.S. stock exchange for the entire performance period (the “TSR Comparators”). The BMI Index is comprised of technology hardware and equipment subsector companies with business diversification. The HRCC determined that the attributes of the BMI Index, including its alignment with both the U.S. technology peers used for overall executive compensation benchmarking and Celestica’s business models made it appropriate for PSU vesting determinations. The Corporation’s market capitalization is positioned around the median of the TSR Comparators. After calculating the percentile rank for each TSR Comparator (by arranging the TSR results from highest to lowest), the Corporation’s TSR will be ranked against that of each of the TSR Comparators. The Preliminary Vesting% will then be subject to modification (ranging from a decrease of 30% to an increase of 30%) by interpolating between the corresponding percentages immediately above and immediately below Celestica’s percentile position as set out in the table below, provided that the Corporation’s TSR performance cannot increase the actual number of PSUs that will vest to more than 200% of the Target Grant. |

  93. NEO Equity Awards

    | Formula | Description | | | | | | Celestica’s TSR Positioning | TSR Modification Factor | | | | 75th Percentile | 30% | | | | 50th Percentile | 0% | | | | 10th Percentile | -30% | | Summary | Total PSU Vesting Percentage = (1)Preliminary Vesting% based on Adj. EPS Result; and (2)Preliminary Vesting% is subject to modification by a factor ranging from −30% to +30% based on TSR Factor | | |

  94. NEO Equity Awards

    The HRCC references our internal plans when setting the Adjusted EPS Target for the PSUs. We consider the specific target performance goals to be confidential commercial and financial information, the disclosure of which would cause competitive harm to us. Target performance (vesting of 100% of the Target Grant) is intended to be challenging but achievable with strong execution against our AOP, whereas maximum performance (vesting of 200% of the Target Grant) is intended to be a stretch goal.

  95. NEO Equity Awards

    | Prior PSU Award Performance |

  96. 2022 PSU Summary

    2022 PSU Summary Each NEO was granted a target number of PSUs in 2022. Performance for such PSUs was determined by the HRCC in January 2025, following the three-year performance period that concluded on December 31, 2024. The 2022 PSUs settled on February 1, 2025 at 200% of the target amount granted (maximum performance), based on the Corporation’s non-IFRS operating margin performance in the final year of the three-year performance period as modified by the Corporation’s average annual non-IFRS adjusted ROIC and relative TSR over the performance period. These performance measures were established prior to the Corporation’s transition from IFRS to GAAP reporting.

  97. 2022 PSU Summary

    | 2022 PSUs •Three-year performance period ended December 31, 2024 •Based on non-IFRS operating margin performance for 2024 •Subject to an average annual non-IFRS adjusted ROIC and relative TSR modifier (each +/- 25%) | Status: •The overall vesting level of 200% reflected the following results with respect to the pre-determined performance criteria: •2024 non-IFRS operating margin result against the target that was set in 2022 based on our long-term objectives •Modification based on non-IFRS adjusted ROIC and relative TSR •PSUs settled on February 1, 2025 |

  98. 2023 PSUs

    2023 PSUs Each NEO was granted a target number of PSUs in 2023. Performance for such PSUs will be determined by the HRCC in January 2026, following the three-year performance period concluding on December 31, 2025. The number of PSUs that will actually vest ranges from 0% to 200% of the target grant and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period as compared to a predetermined target range approved by the HRCC, subject to modification by a factor ranging from -30% to +30% based on Celestica’s relative TSR achievement over the performance period.

  99. 2023 PSUs

    | COMPENSATION OF NAMED EXECUTIVE OFFICERS |

  100. 2023 PSUs

    This section contains references to non-IFRS operating margin, non-IFRS adjusted EPS and non-IFRS adjusted ROIC, which are non-IFRS financial ratios, and non-GAAP adjusted operating margin and adjusted EPS. See About the Information in this Proxy Statement — Note Regarding Non-GAAP Financial Measures.

  101. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation of the NEOs for the years ended December 31, 2022 through December 31, 2024.

  102. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Robert A. Mionis President and Chief Executive Officer | 2024 | $1,112,705 | — | $10,209,050 | $3,338,115 | $334,581 | $14,994,451 | | | 2023 | $987,671 | — | $9,174,809 | $2,963,014 | $339,233 | $13,464,727 | | | 2022 | $950,000 | — | $7,891,200 | $2,850,000 | $345,972 | $12,037,172 | | Mandeep Chawla Chief Financial Officer | 2024 | $600,000 | — | $2,237,600 | $1,200,000 | $144,591 | $4,182,191 | | | 2023 | $587,671 | — | $2,159,430 | $1,175,342 | $135,345 | $4,057,788 | | | 2022 | $550,000 | — | $2,137,200 | $1,100,000 | $102,685 | $3,889,885 | | Jason Phillips President, CCS | 2024 | $540,055 | — | $2,237,600 | $864,088 | $114,476 | $3,756,219 | | | 2023 | $503,836 | — | $2,048,690 | $806,137 | $103,149 | $3,461,812 | | | 2022 | $485,000 | — | $1,863,200 | $776,000 | $85,086 | $3,209,286 | | Todd C. Cooper President, ATS | 2024 | $503,784 | — | $2,013,840 | $797,792 | $98,266 | $3,413,682 | | | 2023 | $485,000 | — | $1,882,580 | $725,560 | $90,835 | $3,183,975 | | | 2022 | $485,000 | — | $1,863,200 | $659,600 | $80,760 | $3,088,560 | | Yann Etienvre Chief Operations Officer | 2024 | $503,784 | — | $2,069,780 | $806,055 | $107,231 | $3,486,850 | | | 2023 | $485,000 | — | $1,882,580 | $776,000 | $97,640 | $3,241,220 | | | 2022 | $485,000 | $475,000(4) | $1,753,600 | $725,560 | $46,220 | $3,485,380 |

  103. Summary Compensation Table

    (1)All amounts in this column represent the aggregate grant date fair value of share-based awards (RSUs and PSUs) computed in accordance with the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, excluding the effect of estimated forfeitures. The assumptions used for the valuations are set forth in note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Amounts in this column for 2024, 2023 and 2022 represent RSU and PSU grants made to all NEOs on February 2, 2024, January 31, 2023, and February 1, 2022, respectively, based on a share price of $36.12, $12.74, and $12.45, respectively, representing the closing price of our Common Shares on the day prior to the date of the grant. The grant date fair values for PSU grants are based upon the probable outcome of the performance conditions associated with these PSUs as of the grant date. For PSUs, the grant date fair value for the non-market based performance measurement was based on the market value of Common shares at the time of grant, and the grant date fair value for the market-based performance modifier using the Monte Carlo simulation. The number of 2024 PSUs that will actually vest ranges from 0% to 200% of the target number granted and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period as compared to a predetermined target range approved by the HRCC, subject to modification by a factor ranging from -30% to +30% based on Celestica’s relative TSR achievement over the performance period (TSR factor). Assuming the performance conditions will be achieved at a maximum level of 200% of the target amount granted, the grant date fair value of the 2024 PSU awards for each of our NEOs would be as follows: Mr. Mionis ($13,118,100), Mr. Chawla ($2,875,200), Mr. Phillips ($2,875,200), Mr. Cooper ($2,587,680) and Mr. Etienvre ($2,659,560). See Compensation Discussion and Analysis — 2024 Compensation Decisions — Equity-Based Incentives and the Outstanding Equity Awards at 2024 Year-End below table for a description of the vesting terms of the RSU and PSU awards. Amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the NEOs. (2)Amounts in this column represent CTI awards made to NEOs. See Compensation Discussion and Analysis — Compensation Elements for the Named Executive Officers — Celestica Team Incentive Plan for a description of the CTI and the 2024 Grants of Plan Based Awards table below for additional details with respect to 2024 CTI awards. (3)Amounts for fiscal year 2024 for Mr. Mionis include company contributions to the Supplementary Executive Retirement Plan (the “Supplementary Plan”) of $299,422, company matching contributions to the 401(k) plan of $20,700, group life insurance premium of $11,484, medical expenses of $2,475, and tax preparation services of $500. Amounts for fiscal year 2024 for Mr. Chawla include company contribution to the Supplementary Plan of $116,764, company matching contributions to Defined Contribution Pension Plan (“DCPP”) of $23,717, group life insurance premium of $2,825, tax equalization payments of $785, and tax preparation services of $500. Amounts for fiscal year 2024 for Mr. Phillips include company contributions to the Supplementary Plan of $86,814, company matching contributions to 401(k) plan of $20,700, tax equalization payments of $6,462, and tax preparation services of $500. Amounts for fiscal year 2024 for Mr. Cooper include company contributions to the Supplementary Plan of $77,566, and matching contributions to 401(k) plan of $20,700. Amounts for fiscal year 2024 for Mr. Etienvre include company contributions to the Supplementary Plan of $81,974, company matching contribution to 401(k) plan of $20,700, medical expenses of $3,350, tax equalization payments of $707 and tax preparation services of $500. (4)Mr. Etienvre was awarded a one-time cash bonus of $475,000 in 2022 in connection with his appointment as Chief Operations Officer effective January 1, 2022 to incentivize him to join Celestica when deemed expedient for him to transition seamlessly into a key leadership position, and in recognition of the related forfeiture of a short-term incentive award from his previous employer.

  104. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table presents information about non-equity incentive plan awards under our CTI and equity incentive awards of RSUs and PSUs under the LTIP and CSUP that were awarded in 2024 to the NEOs. No stock options were granted to the NEOs in 2024.

  105. 2024 Grants of Plan Based Awards

    2024 Grants of Plan Based Awards

  106. 2024 Grants of Plan Based Awards

    | Name | Award Type | Plan | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards(4) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert A. Mionis | Cash | CTI | | $— | $1,669,057 | $3,338,115 | — | — | — | — | — | | | RSU | | 2/2/2024 | — | — | — | — | — | — | 101,052 | $3,650,000 | | | PSU | | 2/2/2024 | — | — | — | — | 151,578 | 303,156 | — | $6,559,050 | | Mandeep Chawla | Cash | CTI | - | $— | $600,000 | $1,200,000 | — | — | — | — | — | | | RSU | | 2/2/2024 | — | — | — | — | — | — | 22,148 | $800,000 | | | PSU | | 2/2/2024 | — | — | — | — | 33,223 | 66,446 | — | $1,437,600 | | Jason Phillips | Cash | CTI | | $— | $432,044 | $864,088 | — | — | — | — | — | | | RSU | | 2/2/2024 | — | — | — | — | — | — | 22,148 | $800,000 | | | PSU | | 2/2/2024 | — | — | — | — | 33,223 | 66,446 | — | $1,437,600 | | Todd C. Cooper | Cash | CTI | | $— | $403,027 | $806,055 | — | — | — | — | — | | | RSU | | 2/2/2024 | — | — | — | — | — | — | 19,934 | $720,000 | | | PSU | | 2/2/2024 | — | — | — | — | 29,900 | 59,800 | — | $1,293,840 | | Yann Etienvre | Cash | CTI | | $— | $403,027 | $806,055 | — | — | — | — | — | | | RSU | | 2/2/2024 | — | — | — | — | — | — | 20,487 | $740,000 | | | PSU | | 2/2/2024 | — | — | — | — | 30,731 | 61,462 | — | $1,329,780 |

  107. 2024 Grants of Plan Based Awards

    (1)These amounts show the range of possible payouts under our CTI for 2024, and assume an IPF of 1.0. The maximum payment represents 2x the Target Award. The threshold payment represents 0% of the Target Award. Actual cash awards made under this plan are shown in the Summary Compensation Table above under the column entitled “Non-Equity Plan Incentive Compensation.” (2)The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned in respect of PSUs granted in 2024. PSUs granted in 2024 vest at the end of a three-year period subject to pre-determined performance criteria. For such awards, each NEO was granted a target value of PSUs ("Target Grant"). The number of PSUs that will actually vest ranges from 0% to 200% of the Target Grant and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period as compared to a predetermined target range approved by the HRCC, subject to modification by the Corporation’s relative TSR achievement over the performance period. The number of PSUs that will ultimately be earned will not be determined until the end of the performance period, which is December 31, 2026. Shares earned will be proportionately increased in the event of attainment of performance goals at levels between “Threshold” and “Target” or “Target” and “Maximum”. See Compensation Discussion and Analysis – 2024 Compensation Decisions for additional information related to the performance period, performance measures and targets related to PSUs granted to NEOs in 2024. (3)Shows the number of time-based RSUs granted in 2024. The RSUs granted in 2024 vest ratably over a three-year period, commencing on the first anniversary of the date of grant, provided that the executive continues to remain employed on the vesting dates. For additional information, see Compensation Discussion and Analysis – 2024 Compensation Decisions. (4)This column shows the grant date fair value of RSUs and the grant date fair value of PSUs (at target achievement of 100%), under FASB ASC Topic 718 granted to our NEOs in 2024, which was determined to be the probable outcome. See footnote (1) of the Summary Compensation Table for additional details.

  108. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information about Celestica share awards held by the NEOs that were outstanding as of December 31, 2024 (no stock options were held by any NEO at the end of 2024):

  109. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End

  110. Outstanding Equity Awards at 2024 Year-End

    | Name | | Stock Awards(1) | | | | | | Grant Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(2) | | Robert A. Mionis | 1/31/2023 | 173,417(3) | $16,006,389 | — | — | | | 2/2/2024 | 101,052(4) | $9,327,100 | — | — | | | 2/1/2022 | — | — | 693,976(5) | $64,053,985 | | | 1/31/2023 | — | — | 390,188(6) | $36,014,352 | | | 2/2/2024 | — | — | 151,578(7) | $13,990,649 | | Mandeep Chawla | 1/31/2023 | 40,816(3) | $3,767,317 | — | — | | | 2/2/2024 | 22,148(4) | $2,044,260 | — | — | | | 2/1/2022 | — | — | 187,952(5) | $17,347,970 | | | 1/31/2023 | — | — | 91,837(6) | $8,476,555 | | | 2/2/2024 | — | — | 33,223(7) | $3,066,483 | | Jason Phillips | 1/31/2023 | 38,723(3) | $3,574,133 | — | — | | | 2/2/2024 | 22,148(4) | $2,044,260 | — | — | | | 2/1/2022 | — | — | 163,856(5) | $15,123,909 | | | 1/31/2023 | — | — | 87,127(6) | $8,041,822 | | | 2/2/2024 | — | — | 33,223(7) | $3,066,483 | | Todd C. Cooper | 1/31/2023 | 35,583(3) | $3,284,311 | — | $— | | | 2/2/2024 | 19,934(4) | $1,839,908 | — | — | | | 2/1/2022 | — | — | 163,856(5) | $15,123,909 | | | 1/31/2023 | — | — | 80,063(6) | $7,389,815 | | | 2/2/2024 | — | — | 29,900(7) | $2,759,770 | | Yann Etienvre | 1/31/2023 | 35,583(3) | $3,284,311 | — | — | | | 2/2/2024 | 20,487(4) | $1,890,950 | — | — | | | 2/1/2022 | — | — | 154,216(5) | $14,234,137 | | | 1/31/2023 | — | — | 80,063(6) | $7,389,815 | | | 2/2/2024 | — | — | 30,731(7) | $2,836,471 |

  111. Outstanding Equity Awards at 2024 Year-End

    (1)See Termination of Employment and Change in Control Arrangements with Named Executive Officers for a discussion of the treatment of such unvested awards upon a change in control or termination of employment. (2)Market and payout values for Messrs. Mionis, Chawla, Phillips, Cooper and Etienvre were determined using a share price of $92.30, which was the closing price of the Common Shares on the NYSE on December 31, 2024. (3)Represents the unvested portion of a grant of RSUs, of which 1/3 vested on January 31, 2024, 1/3 will vest on January 31, 2025 and the remainder will vest on December 1, 2025. (4)Represents the unvested portion of a grant of RSUs, of which 1/3 will vest on February 2, 2025, 1/3 will vest on February 2, 2026 and the remainder will vest on December 1, 2026. (5)Represents the unvested portion of a grant of PSUs, which were earned over a three-year performance period that concluded on December 31, 2024, and settled on February 1, 2025 at 200% of the target amount granted (maximum performance), based on the Corporation’s non-IFRS operating margin performance in the final year of the three-year performance period as modified by the Corporation’s average annual non-IFRS adjusted ROIC and relative TSR over the performance period. The performance measures were established prior to the Corporation's transition from IFRS to GAAP reporting. (6)Represents PSUs which vest at the end of a three-year period that concludes on December 31, 2025 subject to pre-determined performance criteria. For such awards, each NEO was granted a target number of PSUs. The number of PSUs that will actually vest ranges from 0% to 200% of the target grant and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period as compared to a predetermined target range approved by the HRCC, subject to modification by a factor ranging from -30% to +30% based on Celestica’s relative TSR achievement over the performance period. (7)Represents PSUs which vest at the end of a three-year period that concludes on December 31, 2026 subject to pre-determined performance criteria. For such awards, each NEO was granted a target number of PSUs. The number of PSUs that will actually vest ranges from 0% to 200% of the target grant and will be primarily based on the Corporation’s non-GAAP adjusted EPS measured over the three-year performance period as compared to a predetermined target range approved by the HRCC, subject to modification by a factor ranging from -30% to +30% based on Celestica’s relative TSR achievement over the performance period.

  112. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information about stock options exercised by the NEOs in fiscal 2024, as well as NEO PSUs and RSUs that vested in fiscal 2024.

  113. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Robert A. Mionis | 298,954 | $7,369,071 | 1,307,592 | $50,595,529 | | Mandeep Chawla | — | — | 351,063 | $13,597,270 | | Jason Phillips | — | — | 307,624 | $11,097,916 | | Todd C. Cooper | — | — | 306,054 | $11,853,968 | | Yann Etienvre | — | — | 452,253 | $17,046,838 |

  114. Option Exercises and Stock Vested in 2024

    (1)The value realized on exercise represents the difference between the closing market price of the Common Shares on the NYSE on the date of exercise and the exercise price per share of each option, multiplied by the number of options exercised and converted to USD using an exchange rate of 1.3481. (2)The value of each RSU and PSU realized upon vesting is determined by multiplying the number of Common Shares underlying vested awards by the closing stock price of our Common Shares on the NYSE on the vesting date as set forth below. The value realized was determined without considering any taxes that were owed upon vesting.

  115. Option Exercises and Stock Vested in 2024

    | Type of Award | Vesting Date | Price | | RSU | January 31, 2024 | $34.36 | | PSU | February 1, 2024 | $35.78 | | RSU | February 2, 2024 | $35.88 | | RSU | December 2, 2024 | $85.39 |

  116. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 Celestica does not maintain defined benefit pension plans in which NEOs participate. Messrs. Mionis, Phillips, Cooper and Etienvre participate in the U.S. Supplementary Plan, which is a non-qualified defined contribution plan. Mr. Chawla participates in the Canadian Supplementary Plan. Each of these plans is described above. Since all of the foregoing are defined contribution plans, Celestica’s obligations are fixed at the time contributions are made, rather than Celestica being liable for future potential shortfalls in plan assets to cover the fixed benefits that are promised in defined benefit plans.

  117. Nonqualified Deferred Compensation In 2024

    Nonqualified Deferred Compensation In 2024

  118. Nonqualified Deferred Compensation In 2024

    | Name | Plan Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($)(1) | Aggregate earnings in last FY ($) | Aggregate withdrawals/Distributions ($) | Aggregate balance at last FYE ($) | | Robert A. Mionis | U.S. Supplementary Plan | __ | 299,422 | 401,561 | __ | 2,400,857 | | Mandeep Chawla(2) | Canadian Supplementary Plan | — | 116,764 | 81,423 | — | 634,002 | | Jason Phillips | U.S. Supplementary Plan | — | 86,814 | 164,188 | — | 1,003,327 | | Todd C. Cooper | U.S. Supplementary Plan | — | 77,566 | 56,766 | — | 498,621 | | Yann Etienvre | U.S. Supplementary Plan | — | 81,974 | 24,359 | — | 222,560 |

  119. Nonqualified Deferred Compensation In 2024

    (1)This amount is included in the “All Other Compensation” column in the Summary Compensation Table above. (2)Amounts for Mr. Chawla were converted to U.S. dollars at the average exchange rate for 2024 of $1.00 equals C$1.3699.

  120. Termination of Employment and Change in Control Arrangements with Named Executive Officers

    | Potential Payments Upon Termination or Change of Control |

  121. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control

  122. Potential Payments on Termination or Change of Control

    | Name | Death | Disability | Retirement(1) | Involuntary Termination Without Cause or Resignation with Good Reason | Termination without Cause or Resignation for Good Reason During Change In Control Period | | Robert A. Mionis | | | | | | | Base Salary | — | — | — | $2,300,000 | $3,450,000 | | Bonus | — | — | $1,725,000 | $3,450,000 | $5,175,000 | | Benefits Continuation | — | — | — | $100,000 | $100,000 | | SERP & 401K Continuation | — | — | — | $640,244 | $960,366 | | Vesting of Time-based RSUs(2) | $18,342,489 | $18,342,489 | $25,333,489 | $25,333,489 | $25,333,489 | | Vesting of Performance-based PSUs(2) | $92,746,566 | $92,746,566 | $92,746,566 | $92,746,566 | $114,058,987 | | TOTAL | $111,089,055 | $111,089,055 | $119,805,055 | $124,570,299 | $149,077,841 | | Mandeep Chawla | | | | | | | Base Salary | — | — | — | $1,200,000 | $1,200,000 | | Bonus | — | — | $600,000 | $1,200,000 | $1,200,000 | | Benefits Continuation | — | — | — | — | $24,107 | | Vesting of Time-based RSUs(2) | $4,232,214 | $4,232,214 | — | $1,569,715 | $5,811,577 | | Vesting of Performance-based PSUs | $24,025,611 | $24,025,611 | | $24,025,611 | $28,891,008 | | TOTAL | $28,257,825 | $28,257,825 | $600,000 | $27,995,326 | $37,126,692 | | Jason Phillips | | | | | | | Base Salary | — | — | — | $1,100,000 | $1,100,000 | | Bonus | — | — | $440,000 | $880,000 | $880,000 | | Benefits Continuation | — | — | — | — | $53,388 | | Vesting of Time-based RSUs(2) | $4,074,152 | $4,074,152 | — | $1,489,214 | $5,618,393 | | Vesting of Performance-based PSUs(2) | $21,511,596 | $21,511,596 | | $21,511,596 | $26,232,214 | | TOTAL | $25,585,748 | $25,585,748 | $440,000 | $24,980,810 | $33,883,995 | | Todd C. Cooper | | | | | | | Base Salary | — | — | — | $1,020,000 | $1,020,000 | | Bonus | — | — | $408,000 | $816,000 | $816,000 | | Benefits Continuation | — | — | — | — | $51,027 | | Vesting of Time-based RSUs(2) | $3,722,077 | $3,722,077 | — | $1,368,455 | $5,124,219 | | Vesting of Performance-based PSUs | $20,974,302 | $20,974,302 | — | $20,974,302 | $25,273,494 | | TOTAL | $24,696,378 | $24,696,378 | $408,000 | $24,178,757 | $32,284,740 | | Yann Etienvre | | | | | | | Base Salary | — | — | — | $1,020,000 | $1,020,000 | | Bonus | — | — | $408,000 | $816,000 | $816,000 | | Benefits Continuation | — | — | — | — | $46,619.00 | | Vesting of Time-based RSUs(2) | $3,750,782 | $3,750,782 | — | $1,368,455 | $5,175,261 | | Vesting of Performance-based PSUs | $20,110,143 | $20,110,143 | — | $20,110,143 | $24,460,423 | | TOTAL | $23,860,925 | $23,860,925 | $408,000 | $23,314,599 | $31,518,303 |

  123. Potential Payments on Termination or Change of Control

    (1)As of December 31, 2024, Mr. Mionis is the only NEO that meets retirement eligibility requirements under the LTIP. Retirement eligibility requires all of the following criteria to be met: (i) 55 years of age or older; (ii) five years of employment; and (iii) the combination of age and service years must be 65 or greater. LTIP treatment for retirement eligible employees is as follows: (i) unvested RSUs continue to vest in full as per the regular vest dates with no pro-rating; and (ii) PSUs will vest on the scheduled vesting date based on the level of actual performance on a pro-rata basis based on the ratio of: (a) the number of days of employment completed since the grant date, to (b) the number of days between the grant date and the scheduled vesting date. (2)The value of RSU and PSU acceleration is equal to the market price of a Common Share on December 31, 2024 ($92.30), multiplied by the number of RSUs or PSUs that become vested or non-forfeitable as a result of the triggering event.

  124. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and certain financial performance measures of the Corporation for the fiscal years shown.

  125. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for non- PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on | | Net Income ($)(M) | Adjusted Earnings Per Share ($) | | | | | | | Total Shareholder Return (TSR) ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $14,994,451 | $138,928,408 | $3,709,736 | $32,293,639 | $829 | $137 | $428.0 | $3.88 | | 2023 | $13,464,727 | $66,304,466 | $3,486,199 | $16,914,031 | $263 | $106 | $244.4 | $2.46 | | 2022 | $12,037,172 | $17,489,671 | $3,418,278 | $4,328,888 | $101 | $75 | $180.1 | $1.94 |

  126. Pay Versus Performance

    Column (b) reflects compensation amounts reported in the “Total” column of the Summary Compensation Table for Robert A. Mionis, the CEO, for the respective years shown. Column (c) regarding “Compensation Actually Paid” (“CAP”) to the CEO in each of 2024, 2023 and 2022 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year.

  127. Pay Versus Performance

    | Compensation Actually Paid to PEO: | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $14,994,451 | $13,464,727 | $12,037,172 | | Less: Equity Award Values Reported in SCT for the Year | -$10,209,050 | -$9,174,809 | $-7,891,200 | | Plus: Year-End Fair Value for Equity Awards Granted in the Year that Remained Unvested as of Year-End | $27,431,000 | $22,377,208 | $7,155,008 | | Year over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | $94,402,772 | $35,156,930 | $5,629,129 | | Change in Fair Value of Equity Awards from Last Day of Prior Year to Vesting Date that Vested during the Year from Prior Years | $12,309,235 | $4,480,410 | $559,562 | | Less: Fair Value of Equity Awards Forfeited during the Year | — | — | — | | Compensation Actually Paid | $138,928,408 | $66,304,466 | $17,489,671 |

  128. Pay Versus Performance

    Column (d) includes the following non-CEO NEOs (collectively, the “Non-CEO NEOs”) in the average figures shown: Mandeep Chawla, Jason Phillips, Todd Cooper and Yann Etienvre. Column (e) reflects average “compensation actually paid” for our non-CEO NEOs in each of 2024, 2023 and 2022 in the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year.

  129. Pay Versus Performance

    | Compensation Actually Paid to Non-PEO NEOs: | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $3,709,736 | $3,486,199 | $3,418,278 | | Less: Equity Award Values Reported in SCT for the Year | -$2,139,705 | -$1,993,320 | $-1,904,300 | | Plus: Year-End Fair Value for Equity Awards Granted in the Year that Remained Unvested as of Year-End | $5,749,243 | $4,862,016 | $1,726,644 | | Year over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | $21,745,263 | $9,410,083 | $1,027,977 | | Change in Fair Value of Equity Awards from Last Day of Prior Year to Vesting Date that Vested during the Year from Prior Years | $3,229,102 | $1,149,053 | $60,289 | | Less: Fair Value of Equity Awards Forfeited during the Year | — | — | — | | Compensation Actually Paid | $32,293,639 | $16,914,031 | $4,328,888 |

  130. Pay Versus Performance

    Column (f) represents, for the relevant fiscal year, the cumulative TSR of Celestica for the measurement periods ending on December 31 of each of 2024, 2023 and 2022, respectively. Column (g) represents, for the relevant fiscal year, the cumulative TSR of the peer group consisting of the S&P Americas BMI Technology Hardware & Equipment Index (“Peer Group TSR”) for the measurement periods ending on December 31 of each of 2024, 2023 and 2022, respectively. Column (h) reflects the Corporation’s net income for 2024, 2023 and 2022. Column (i) in respect of the company-selected measure is adjusted earnings per share for each of 2024, 2023 and 2022. See About the Information in this Proxy Statement — Note Regarding Non-GAAP Financial Measures and Appendix D — Non-GAAP Financial Measures.

  131. Pay Versus Performance

    | Analysis of the Information Presented in the Pay Versus Performance Table |

  132. Pay Versus Performance

    In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table above, as CAP to TSR, peer group TSR, Net Income and Adjusted EPS.

  133. CEO Pay Ratio

    CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all employees of the Corporation and the annual total compensation of Mr. Mionis, our CEO.

  134. CEO Pay Ratio

    | CEO Pay Ratio Disclosure | | | CEO Annual Total Compensation | $14,994,451 | | Median of Annual Total Compensation of all other Celestica Employees | $11,910 | | Ratio of Annual Total Compensation of CEO to Median Annual Total Compensation of all other Celestica Employees | 1,259 |

  135. CEO Pay Ratio

    | Methodology |

  136. CEO Pay Ratio

    Our CEO pay ratio is an estimate calculated in a manner consistent with SEC rules and based upon our reasonable judgment and assumptions.

  137. CEO Pay Ratio

    | Consideration Population |

  138. CEO Pay Ratio

    As of December 31, 2024, we employed 25,663 employees worldwide that meet the definition of employee under item 402(u), other than our CEO. No countries were excluded.

  139. CEO Pay Ratio

    | Identifying Our Median Employee |

  140. CEO Pay Ratio

    In determining our median employee, we used fiscal year 2024 target total cash compensation (base salary plus target cash bonus). Equity-based compensation was not included as it is limited to director-level and above employees which would not impact the determination of the median employee. Adjustments were made to annualize salaries of all newly hired full-time employees who did not work for the entire fiscal year 2024. For employees located outside the U.S., compensation was converted to U.S. dollars using the spot exchange rate as of December 31, 2024. Using this methodology, we determined that, as of December 31, 2024, the median employee was a full-time employee based in Malaysia whose total 2024 compensation including base salary, annual incentive and all other compensation components, was $11,910. The fiscal 2024 annual total compensation of Mr. Mionis, our CEO, at fiscal year end, was $14,994,451 as set forth in the Summary Compensation Table. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 1,259:1. To provide some context for the above CEO pay ratio, as a large global manufacturing company, our business operations rely heavily on employees outside of both Canada and the United States. Of the 25,663 employees included in our analysis, over 85% are located outside of both Canada and the United States. The compensation levels of our employees differ from country to country based on market trends and local currency foreign exchange rates. We annually conduct competitive market pay analysis in all countries we operate in to help ensure we remain competitive with local market practices. We believe the disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this disclosure may not be comparable to the pay ratio reported by other companies.

  141. CEO Pay Ratio

    | MATTER 4: ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTE |

  142. CEO Pay Ratio

    As required under Section 14A of the Exchange Act, we are also asking our shareholders to indicate the frequency with which they believe an advisory vote on executive compensation, or “say-on-pay” vote, should occur. Shareholders may indicate whether they prefer that we hold a “say-on-pay” vote every one year, two years, or three years, or they may abstain from this vote. The Board, upon the recommendation of the HRCC, has determined that a say-on-pay vote every year is the best approach for our Corporation and our shareholders. Having a “say-on-pay” vote annually will give us the opportunity to receive shareholder feedback on our executive compensation on a timely and regular basis and to consider that feedback as part of our annual executive compensation review. This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board or the HRCC. Shareholders will be able to specify their preferred frequency by choosing the option of one year, two years, three years or abstain when voting, on an advisory basis, on the following non-binding resolution: “RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be considered to be the preferred frequency of the shareholders with which the Corporation is to hold future shareholder advisory votes on executive compensation.” The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive officer compensation that has been selected by shareholders. Shareholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the HRCC will carefully review the voting results. However, because this vote is advisory and not binding on the Board, the Board may decide that it is in the best interests of our shareholders and the Corporation to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” “ONE YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION SET FORTH IN MATTER 4. It is intended that, on any ballot relating to the approval of the Vote on Frequency of Executive Compensation, the Common Shares represented by proxies in favor of the Proxy Holders will be voted ONE YEAR as the frequency of future advisory votes on executive compensation, unless a vote for another frequency is indicated.

  143. CEO Pay Ratio

    | MATTER 5: APPROVAL OF THE 2025 LONG TERM INCENTIVE PLAN |