DEF 14A of Celestica Inc
Filed Apr 9, 2026 · FY20250001030894-26-000018
Governance Highlights
Governance Highlights
Governance Highlights
| Key Corporate Governance Practices and Policies | | •100% independent Board other than our CEO •Lead Independent Director •Fully independent Board committees •No directors sit together on another public company board •Board orientation and continuing education •Annual board evaluation process •Majority Voting Policy •Code of Business Conduct and Ethics •Director share ownership guidelines |
Governance Highlights
The Board has nominated the nine persons listed below to stand for election for a term expiring at the next annual meeting of shareholders or until their successors are duly elected or appointed. See Matter 1: Election of Directors of the accompanying Proxy Statement.
Governance Highlights
| Director Nominees | | | | | | | | | | | | | Name | Age | Director Since | Position | Independent | Committee Membership | | | 2025 Meeting Attendance | | 2025 Voting Results | Other Public Company Boards | | | | | | | Audit | Human Resources and Compensation | Nominating and Corporate Governance | Board | Committee | | | | Kulvinder (Kelly) Ahuja | 59 | 2024 | CEO of Versa Networks | Yes | ✓ | ✓ | ✓ | 100% | 81% | 96.31% | — | | Robert A. Cascella | 71 | 2019 | Former Executive Vice President of Royal Philips | Yes | ✓ | ✓ | ✓ | 100% | 100% | 94.63% | 3 | | Christopher W. Colpitts | 58 | 2025 | Founder of Granite Peak Capital Group | Yes | ✓ | ✓ | ✓ | 100% | 100% | — | — | | Françoise Colpron | 55 | 2022 | Former Group President, North America of Valeo SA | Yes | ✓ | ✓ | ✓ | 100% | 94% | 92.51% | 3 | | Jill Kale | 67 | 2022 | Former Sector President of Cobham Advanced Electronic Solutions | Yes | ✓ | ✓ | ✓ | 100% | 100% | 98.75% | — | | Laurette T. Koellner | 71 | 2025 | Former President of Boeing International | Yes | ✓ | ✓ | ✓ | 100% | 100% | — | 3 | | Amar Maletira | 56 | 2025 | Former CEO of Rackspace Technology, Inc. | Yes | ✓ | ✓ | ✓ | 100% | 100% | 99.57% | — | | Robert A. Mionis | 63 | 2015 | President and CEO of Celestica | No | — | — | — | 100% | — | 99.88% | 1 | | David Reeder(1) | 51 | 2026 | President and CEO of Entegris, Inc. | Yes | ✓ | ✓ | ✓ | — | — | — | 1 |
Governance Highlights
(1)On March 24, 2026, the Corporation announced the appointment of Mr. Reeder to the Board effective May 1, 2026.
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”) |
About the Information in this Proxy Statement
All of our financial results, including historical comparisons, are reported on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis. This Proxy Statement contains references to non-GAAP adjusted operating earnings (“adjusted EBIAT”), adjusted operating margin, adjusted net earnings, adjusted earnings per share (“adjusted EPS”) and free cash flow, 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 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 excluding the impact of Employee SBC expense, TRS FVAs, FCC Transitional ADJ, amortization of intangible assets (excluding computer software), Restructuring and Other Charges (Recoveries), 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. 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 and selling, general and administrative (“SG&A”) expenses 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. •Transitional hedge reclassifications and adjustments related to foreign currency forward exchange contracts (“FCC Transitional ADJ”) were 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. Our foreign currency forward exchange contracts 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. Had we been able to designate those foreign currency forward exchange contracts under GAAP from their inception, they would have qualified as cash flow or economic hedges under GAAP, and no FCC Transitional ADJ would have been required under GAAP. FCC Transitional ADJ do not reflect 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) (defined below); consulting, transaction and integration costs related to potential and completed acquisitions; legal settlements (recoveries); and, where applicable, 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, site closings and consolidations, accelerated depreciation of owned and leased property and equipment which are no longer used and are held for sale, and reductions in infrastructure. •Transition Costs (Recoveries) consist of costs and recoveries in connection with: (i) the transfer of manufacturing lines from closed sites to other sites within our global network; (ii) the sale of real properties unrelated to restructuring actions; and (iii) specified charges or recoveries related to the Purchaser Lease (defined below). Transition Costs consist of direct relocation and duplicate costs (such as rent expense, utility costs, depreciation charges, and personnel costs) incurred during the transition periods, as well as cease-use and other costs incurred in connection with idle or vacated portions of the relevant premises that we would not have incurred but for these relocations, transfers and dispositions. As part of our 2019 Toronto real property sale, we entered into a related 10-year lease for our then-anticipated headquarters (Purchaser Lease). In November 2022, we extended the lease (on a long-term basis) on our current corporate headquarters due to several Purchaser Lease commencement date delays. In Q3 2023 and Q2 2025, we executed sublease agreements for the leased space under the Purchaser Lease. We record charges related to the sublet of the Purchaser Lease (which commenced in June 2024) as Transition Costs. We believe that excluding Transition Costs and Recoveries permits a helpful comparison of our core operating results from period-to-period, as they do not reflect our ongoing operations once these specified events are complete.
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, strategy, vision and goals; our director identification and nomination process; changes in board leadership and composition; our intention to settle equity awards with Common Shares; our compensation programs; our talent management and succession planning; our cybersecurity, artificial intelligence (“AI”) and environmental, social and governance (“ESG”) strategy and oversight 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: 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.
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. Mionis or Mr. Douglas Parker, Chief Legal Officer and Corporate Secretary, (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, vote for another eligible 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 does not receive more votes “for” their election than votes “withheld” from such election (the “Majority Withhold Vote”), 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 consider whether 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.
Election of Directors
| Board Nominees |
Election of Directors
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. On March 24, 2026, the Corporation announced that Mr. Wilson will retire as Chair of the Board, effective as of immediately prior to the Meeting and will not stand for re-election as a director at the Meeting. In connection with Mr. Wilson’s retirement, the Board appointed Mr. Mionis to serve as Chair of the Board and Ms. Koellner as Lead Independent Director, each effective as of immediately prior to the Meeting.
Election of Directors
| Nominees for Election as Director |
Election of Directors
| Kulvinder (Kelly) Ahuja Age: 59 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 | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | 3,206 | $947,726 | — | — | 3,206 | $947,726 | Yes | | | 2024 | — | — | 2,259 | $667,783 | — | — | | | | | | Change | — | — | 947 | $279,943 | — | — | | | |
Election of Directors
| Robert A. Cascella Age: 71 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 currently serves as a director of Koru Medical Systems Inc., a medical technology company, and Mirion Technologies, Inc., a radiation detection and measurement products and services company, and serves as chair of the board of directors of Neuronetics, Inc., a medical device company. 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 service as an executive as well as his experience serving on other public company boards, led the Board to conclude he should serve as one of our directors and Chair of the HRCC. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Executive Leadership | | | •Healthcare Technology | | | | •Strategy and M&A | | | | | Other Public Company Directorships | | | | | | | | | | | | •Koru Medical Systems, Inc. (since 2022) •Mirion Technologies (since 2021) •Neuronetics, Inc. (since 2021) (Board Chair) | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | 73,793 | $21,813,949 | 1,007 | $297,679 | 74,800 | $22,111,628 | Yes | | | 2024 | — | — | 73,793 | $21,813,949 | — | — | | | | | | Change | — | — | — | $— | 1,007 | $297,679 | | | |
Election of Directors
| Christopher W. Colpitts Age: 58 San Francisco, California U.S. Independent Director since: 2025 Committee membership: Audit HRCC NCGC | Mr. Colpitts has more than 30 years of broad business experience spanning strategy, finance and investing in the technology industry. Mr. Colpitts is the Founder of Granite Peak Capital Group which advises private equity firms investing in the technology sector and also makes direct investments. He has served as Executive Chairman and a member of the board of directors of Symplr, a provider of enterprise healthcare operations software, since June 2023. He was further appointed to serve as Interim Chief Executive Officer of Symplr in September 2025. Mr. Colpitts has also served as Executive Chairman and a member of the board of directors of Quest Software, a global provider of systems management and security software solutions, since June 2023, and also served as Interim Chief Executive Officer from August 2024 to January 2025. Before Granite Peak, Mr. Colpitts led technology investing in the U.S. for CVC Capital Partners, a global private equity firm. Mr. Colpitts also had an extensive career in investment banking advising leading technology companies on strategic transactions and capital raising, most recently as Global Head of TMT Investment Banking at Deutsche Bank. Mr. Colpitts holds Honours Business Administration and Master of Business Administration degrees from the University of Western Ontario. Mr. Colpitts’ deep technology-sector expertise across investment banking and private equity and strong record in strategic transactions, corporate development and capital markets make him highly qualified to serve on the Board. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Strategy and M&A | | | •Technology | | | | •Capital Markets | | | | | Other Public Company Directorships | | | | | | | | | | | | — | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | 444 | $131,251 | — | — | 444 | $131,251 | N/A | | | 2024 | — | — | — | — | — | — | | | | | | Change | — | — | 444 | $131,251 | — | — | | | |
Election of Directors
| Françoise Colpron Age: 55 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 each of Sealed Air Corporation, a global packing solutions company, Veralto Corporation, a global provider of essential water and product quality solutions and Sodexo S.A., a global food services and facilities management company. 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 and as Chair of the NCGC. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Legal and Human Resources | | | •Automotive and Mobility | | | | •Business Development and Strategy | | | | | Other Public Company Directorships | | | | | | | | | | | | •Sealed Air Corporation (since 2019) •Veralto Corporation (since 2023) •Sodexo S.A. (since 2025) | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | 13,619 | $4,025,913 | — | — | 13,619 | $4,025,913 | Yes | | | 2024 | — | — | 12,605 | $3,726,164 | — | — | | | | | | Change | — | — | 1,014 | $299,749 | — | — | | | |
Election of Directors
| Jill Kale Age: 67 Doylestown, Pennsylvania U.S. Independent Director since: 2022 Committee membership: Audit HRCC NCGC | Ms. Kale is a 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(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | 20,920 | $6,184,161 | 1,853 | $547,765 | 22,773 | $6,731,926 | Yes | | | 2024 | — | — | 20,920 | $6,184,161 | — | — | | | | | | Change | — | — | — | $— | 1,853 | $547,765 | | | |
Election of Directors
| Laurette T. Koellner Age: 71 Merritt Island, Florida U.S. Independent Director since: 2025 Committee membership: Audit HRCC NCGC | Ms. Koellner is a corporate director with extensive international business, financial and human resources experience as well as leadership experience from her roles on various public company boards. On March 24, 2026, we announced Ms. Koellner’s appointment as Lead Independent Director effective as of immediately prior to the Meeting. She currently serves as chair of the board of directors of Goodyear Tire & Rubber Company, a global tire manufacturer, and as a director of Papa John's International, Inc., a pizza restaurant franchisor, and Nucor Corporation, a steel manufacturer. She most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. from 2012 until its sale in 2014. Ms. Koellner retired as President of Boeing International, a division of The Boeing Company, in 2008. While at Boeing, she was President of Connexion by Boeing and a member of the Office of the Chairman, and served as the Executive Vice President, Internal Services, Chief Human Resources and Administrative Officer, President of Shared Services and Corporate Controller. Ms. Koellner was a long-standing member of the Board from 2009 to January 2025 before returning to the Board in October 2025. She holds a Bachelor of Science in Business Management from the University of Central Florida and a Master of Business Administration from Stetson University, as well as a Certified Professional Contracts Manager designation from the National Contracts Management Association. Ms. Koellner’s international business and financial acumen, deep human capital expertise, and demonstrated leadership on multiple public company boards qualify her to contribute meaningfully to the Board and led the independent members of the Board to conclude she should serve as Lead Independent Director. | | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | | •Public Company Board Expertise | | | | | | •Audit and Finance | | | | | | | •Audit Committee Financial Expert | | | | | | •Human Resources | | | | | | | Other Public Company Directorships | | | | | | | | | | | | | The Goodyear Tire & Rubber Company (since 2015) (Board Chair) Papa John’s International, Inc. (since 2014) Nucor Corporation (since 2015) | | | | | | | | | | | | | Director Share Ownership(1)(2) | | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | | $ | | | | | | 2025 | 6,000 | $1,773,660 | 170 | 50,254 | — | | — | 6,170 | $1,823,914 | Yes | | | 2024 | — | — | 290,486 | $85,870,566 | — | | — | | | | | | Change | 6,000 | $1,773,660 | -290,316 | -85,820,312 | — | | — | | | |
Election of Directors
| Amar Maletira Age: 56 Cupertino, California U.S. Independent Director since: 2025 Committee membership: Audit (Chair) HRCC NCGC | Mr. Maletira is a corporate director with more than 25 years of broad business experience spanning strategy, sales and finance in the technology industry. He served as Chief Executive Officer and a board member of Rackspace Technology, Inc., a cloud computing company from 2022 to 2025 and as Vice Chairman of the board of directors during 2025. 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 Bachelor of Engineering 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 AI technologies led the Board to conclude that he should serve as one of our directors and as Chair of the Audit Committee. | | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | | •Strategic and Operational Management | | | | | | •Sales and Business Development | | | | | | | •Audit Committee Financial Expert | | | | | | •Technology | | | | | | | Other Public Company Directorships | | | | | | | | | | | | | — | | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | | $ | | | | | | 2025 | — | — | 1,896 | $560,477 | — | | — | 1,896 | $560,477 | Yes | | | 2024 | — | — | — | — | — | | — | | | | | | Change | — | — | 1,896 | $560,477 | — | | — | | | |
Election of Directors
| Robert A. Mionis Age: 63 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. On March 24, 2026, we announced Mr. Mionis’ appointment as Chair of the Board effective as of immediately prior to the Meeting. 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. From 2018 to 2021, Mr. Mionis served on the board of directors of Shawcor Ltd. (now known as Mattr Corp.), an energy services company. He currently serves as a director of Textron Inc., a company that operates in aerospace, defense, industrial and financial sectors. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts. The Board believes that Mr. Mionis should serve as Chair of the Board 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 | | | | | | | | | | | | •Textron Inc. (since 2025) | | | | | | | | | | | | Director Share Ownership(3) | | | | | | | | | | | | Year | Common Shares | | RSUs | | PSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | 509,006 | $150,467,264 | 103,768 | $30,674,858 | 780,376 | $230,686,949 | 1,393,150 | $411,829,071 | Yes | | | 2024 | 531,417 | $157,092,179 | 274,469 | $81,135,781 | 693,976 | $205,146,245 | | | | | | Change | -22,411 | -$6,624,915 | -170,701 | -$50,460,923 | 86,400 | $25,540,704 | | | |
Election of Directors
| David Reeder Age: 51 Austin, Texas U.S Independent Director since: 2026 Committee membership: Audit HRCC NCGC | Mr. Reeder is an experienced executive with expertise in leading global semiconductor and technology enterprises. He currently serves as President, Chief Executive Officer and a member of the board of directors of Entegris, Inc. Prior to that, he served as Chief Financial Officer at Chewy from 2024 to 2025 and as Chief Financial Officer at GlobalFoundries from 2020 to 2024 where he oversaw the company’s initial public offering in 2021. He previously held executive positions at Tower Hill Insurance Group, Lexmark International Inc., Electronics for Imaging Inc., Cisco, Broadcom and Texas Instruments Incorporated. He served on the board of directors of Alphawave IP Group plc from 2023 to 2025. Mr. Reeder holds a Bachelor of Science degree in chemical engineering from the University of Arkansas and a Master of Business Administration degree from Southern Methodist University. Mr. Reeder’s experience in the semiconductor and technologies industries together with his financial expertise led the Board to conclude that he should serve as one of our directors. | | | | | | | | | | | | Key Areas of Expertise | | | | | | | | | | | | •Technology | | | | •Finance | | | | | | | | •Audit Committee Financial Expert | | | | •Semiconductor | | | | | | | | Other Public Company Directorships | | | | | | | | | | | | Entegris, Inc. | | | | | | | | | | | | Director Share Ownership(1) | | | | | | | | | | | | Year | Common Shares | | DSUs | | RSUs | | Total # | Total Value | Target Met | | | | # | $ | # | $ | # | $ | | | | | | 2025 | — | — | — | — | — | — | — | — | N/A | | | 2024 | — | — | — | — | — | — | | | | | | Change | — | — | — | — | — | — | | | |
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, 2024 and December 31, 2025 (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, 2025 ($295.61). 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)Ms. Koellner was a long-standing member of the Board from 2009 to January 31, 2025 before returning to the Board on October 27, 2025. In connection with her departure from the Board on January 31, 2025, the DSUs then held by her were settled in accordance with their terms. (3)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 2025 represent all Common Shares beneficially owned and all unvested RSUs held as of December 31, 2025, as well as performance share units (“PSUs”) with a performance period end date of December 31, 2025 that vested (at 200% of target) on January 31, 2026 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 vested (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, 2025 of $295.61. 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.
2025 Director Compensation
2025 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 2025 is set forth in the following table. 2025 Directors’ Fees(1)
2025 Director Compensation
| Element(2) | | Director Fee Structure for 2025 | | 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 |
2025 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 2025). The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2025).
2025 Director Compensation
| DSU/RSU Election |
2025 Director Compensation
Effective June 17, 2025, each director elected to receive a portion of their annual board fees, committee chair retainer fees and travel fees (collectively, “Annual Fees”) in DSUs or RSUs in accordance with the 2025 Celestica Long Term Incentive Plan (“2025 Plan”), which was approved by our shareholders at the 2025 AGM, and the Non-Employee Director Compensation Policy. Prior to shareholder approval of the 2025 Plan, such elections were made pursuant to the Directors’ Share Compensation Plan (the “DSCP”) in respect of deferred share units and RSUs thereunder. The DSUs granted under the 2025 Plan and the deferred share units granted under the DSCP are substantively equivalent in all material respects and are collectively referred to herein as DSUs. Each director must elect to receive 0%, 25% or 50% of their 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.
2025 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 |
2025 Director Compensation
DSUs and RSUs granted to directors are subject to the terms of the DSCP or the 2025 Plan, as applicable. Each DSU represents the right to receive one Common Share (or an equivalent value in cash at the Corporation’s discretion) upon retirement. 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. Unvested RSUs will vest and be settled immediately on the director’s retirement date. DSUs will vest and be settled on a date that is 45 days following the director’s retirement date or as soon as practicable thereafter (but in all cases within 90 days following the director’s retirement date). Grants of DSUs and RSUs to directors are awarded 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 trading day immediately preceding the date of grant.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Kulvinder (Kelly) Ahuja | $142,500 | $142,500 | $285,000 | | Robert A. Cascella | $155,000 | $155,000 | $310,000 | | Christopher W. Colpitts(4) | — | $122,323 | $122,323 | | Françoise Colpron | $152,500 | $152,500 | $305,000 | | Jill Kale | — | $285,000 | $285,000 | | Laurette T. Koellner(5) | $13,778 | $64,851 | $78,629 | | Amar Maletira | — | $285,000 | $285,000 | | Luis A. Müller(6) | — | $316,986 | $316,986 | | Michael M. Wilson(7) | — | $410,000 | $410,000 |
2025 Director Compensation
(1)Amounts in this column represent the portion of Annual Fees paid to Board members in 2025 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 2025 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 2025 Annual Fees in cash, with the balance either in DSUs or RSUs. Each director’s election with respect to their 2025 Annual Fees is set forth below.
2025 Director Compensation
| Director | Cash | DSUs | RSUs | | Kulvinder (Kelly) Ahuja | 50% | 50% | — | | Robert A. Cascella | 50% | — | 50% | | Christopher W. Colpitts | — | 100% | — | | Françoise Colpron | 50% | 50% | — | | Jill Kale | — | — | 100% | | Laurette T. Koellner* | — | 100% | — | | Amar Maletira | — | 100% | — | | Luis A. Müller | — | 100% | — | | Michael M. Wilson | — | 100% | — |
2025 Director Compensation
*From January 1 to 31, 2025, Ms. Koellner’s election was 50% cash and 50% DSUs. From October 27, 2025 to December 31, 2025, Ms. Koellner's election was 100% DSUs. (2)This column represents the aggregate grant date fair value of the DSUs and RSUs granted to directors in 2025, 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 last trading day prior to the date of grant or on the date of grant, as applicable, 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 2025 Form 10-K. 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 trading day immediately preceding the date of grant or on the date of grant, as applicable, which was $82.69 on March 28, 2025, $78.81 on March 31, 2025, $152.67 on June 27, 2025, $245.95 on September 29, 2025 and $299.40 on December 30, 2025. The grant date fair value of each award of DSUs and RSUs to directors (other than Mr. Mionis) in 2025 is set forth below:
2025 Director Compensation
| Director | DSUs/RSUs Granted for Q1 2025 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q1 2025 | DSUs/RSUs Granted for Q2 2025 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q2 2025 | DSUs/RSUs Granted for Q3 2025 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q3 2025 | DSUs/RSUs Granted for Q4 2025 (#) | Grant Date Fair Value of DSUs/ RSUs Granted for Q4 2025 | | Kulvinder (Kelly) Ahuja | 452 | $35,625 | 233 | $35,625 | 144 | $35,625 | 118 | $35,625 | | Robert A. Cascella | 468 | $38,750 | 253 | $38,750 | 157 | $38,750 | 129 | $38,750 | | Christopher W. Colpitts | — | — | — | — | 207 | $51,073 | 237 | $71,250 | | Françoise Colpron | 483 | $38,125 | 249 | $38,125 | 155 | $38,125 | 127 | $38,125 | | Jill Kale | 861 | $71,250 | 466 | $71,250 | 289 | $71,250 | 237 | $71,250 | | Laurette T. Koellner | 149 | $13,778 | — | — | — | — | 170 | $51,073 | | Amar Maletira | 904 | $71,250 | 466 | $71,250 | 289 | $71,250 | 237 | $71,250 | | Luis A. Müller | 976 | $76,986 | 524 | $80,000 | 325 | $80,000 | 267 | $80,000 | | Michael M. Wilson | 1,300 | $102,500 | 671 | $102,500 | 416 | $102,500 | 342 | $102,500 |
2025 Director Compensation
(3)As of December 31, 2025, the following directors held unvested DSUs and RSUs as follows:
2025 Director Compensation
| Director | Number of Common Shares Underlying | | Market Value of Outstanding Units | | | | Unvested DSUs | Unvested RSUs | Unvested DSUs | Unvested RSUs | | Kulvinder (Kelly) Ahuja | 3,206 | — | $947,726 | — | | Robert A. Cascella | 73,793 | 1,007 | $21,813,949 | $297,679 | | Christopher W. Colpitts | 444 | — | $131,251 | — | | Françoise Colpron | 13,619 | — | $4,025,913 | — | | Jill Kale | 20,920 | 1,853 | $6,184,161 | $547,765 | | Laurette T. Koellner | 170 | — | $50,254 | — | | Amar Maletira | 1,896 | — | $560,477 | — | | Luis A. Müller | 44,655 | — | $13,200,465 | — | | Michael M. Wilson | 285,860 | 11,875 | $84,503,075 | $3,510,369 |
2025 Director Compensation
The market value of unvested DSUs and RSUs was determined using a share price of $295.61, which was the closing price of the Common Shares on the NYSE on December 31, 2025. (4)Mr. Colpitts was appointed to the Board effective July 28, 2025. (5)Ms. Koellner was a long-standing member of the Board from 2009 to January 31, 2025 before returning to the Board on October 27, 2025. (6)Dr. Müller served as Chair of the Audit Committee from January 31, 2025 to December 31, 2025. He resigned from the Board effective January 28, 2026. (7)On March 24, 2026, the Corporation announced that Mr. Wilson will retire as Chair of the Board, effective as of immediately prior to the Meeting and will not stand for re-election as a director at the Meeting.
2026 Changes to Director Compensation
2026 Changes to Director Compensation In October 2025, following a review of market practices in consultation with Willis Towers Watson (“WTW” or the “Compensation Consultant”), the HRCC’s independent compensation consultant, the HRCC approved changes to the director compensation program for our non-employee directors effective as of the date of the 2026 annual meeting of shareholders and adopted as amended the Non-Employee Director Compensation Policy (the “2026 Policy”). Under the 2026 Policy, the overall fees remain unchanged (except that the $2,500 travel fee has been eliminated); however, beginning on and after the date of the Meeting, annual compensation will be paid 30% in cash (the “Cash Payment”) and 70% in equity (the “Equity Payment”), unless a director elects to receive the cash portion in equity. Cash payments will be made quarterly in arrears.
Directors’ Fees as of the Meeting(1)
(1)Mr. Mionis, President and CEO of the Corporation, will not immediately receive any additional compensation for his service on the Board (including the $400,000 Board Chair retainer listed in the table above that would be provided only to a non-employee director serving in that role). Please refer to the Summary Compensation Table below for a detailed quantification of his compensation. Ms. Koellner will receive the standard director fees set forth in the table above and, as of the Meeting, she will not receive any additional compensation for her role as Lead Independent Director. Any compensation payable to Ms. Koellner in respect of her role as Lead Independent Director shall be determined at a later date in accordance with the Board’s normal workplan schedule. (2)A director may elect to receive the entire cash portion of their annual compensation in equity, resulting in 100% of their annual compensation being paid in equity awards rather than a combination of cash and equity. Equity compensation will be delivered in the form of director RSUs (“D-RSUs”) or deferred director share units (“Deferred Director Share Units”) under the 2025 Plan, based on elections made by each director in the year prior to the year in which the compensation is earned. Each D-RSU or Deferred Director Share Unit will represent the right to receive one Common Share (or an equivalent value in cash at the Corporation’s discretion) subject to the terms of the 2026 Policy. The number of units granted will be determined by dividing the equity value by the fair market value of the Common Shares on the last trading day immediately prior to the grant date. D-RSUs will vest on the first anniversary of the grant date, subject to continued service. Upon vesting, D-RSUs will be settled in Common Shares as soon as practicable (and no later than 90 days after vesting), subject to any deferral election made by the director. Deferred Director Share Units vest only upon the director's retirement, provided the director has maintained continued service through that date. Upon retirement, vested Deferred Director Share Units will be settled in Common Shares as soon as practicable (and no later than 90 days after retirement). Any Common Shares delivered upon settlement of such awards must be held until the Director Share Ownership Guidelines (described below) are met.
Board of Directors
Board of Directors
Board of Directors
| Role of the Board |
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 AI, 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 Corporation’s overall general strategy, policies and initiatives relating to ESG matters, including, among other things, climate change and sustainability, and AI matters (providing, it may delegate certain aspects of this oversight to individual Board committees as appropriate); •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 total director compensation upon recommendation of the HRCC; and •monitoring compliance with the BCG Policy. As part of our annual comprehensive corporate governance review, the Board Mandate was updated to formalize and clarify Board oversight of AI risk management and strategy as described above and the overboarding limits for directors described below under Director Criteria and Nomination Process — Overboarding and Changes in a Director's Primary Employment. In connection with Mr. Wilson’s retirement and the appointment of Mr. Mionis to serve as Chair of the Board and Ms. Koellner as Lead Independent Director, the Board Mandate was further updated to provide that, upon appointment of a Lead Independent Director, all Board and committee governance frameworks, guidelines, mandates and policies will be interpreted and applied in conjunction with the duties and authorities set out in the Lead Independent Director’s Position Description. For more information about the Lead Independent Director’s duties and responsibilities, see Corporate Governance — Board of Directors — Independence — Lead Independent Director below. The Board Mandate is attached to this Proxy Statement as Appendix A.
Board of Directors
| Independence |
Board of Directors
| Director Independence |
Board of Directors
The Board has determined that all directors during 2025, 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.
Board of Directors
| Lead Independent Director |
Board of Directors
On March 24, 2026, the Corporation announced that Mr. Wilson will retire as Chair of the Board, effective as of immediately prior to the Meeting and will not stand for re-election as a director at the Meeting. In connection with Mr. Wilson’s retirement, the Board appointed Mr. Mionis to serve as Chair of the Board and Ms. Koellner as Lead Independent Director, each effective as of immediately prior to the Meeting. For more information about the leadership structure of the Board, see Governance Policies and Practices – Board Leadership Structure below. Ms. Koellner is an independent director under applicable Canadian securities laws and NYSE listing standards. In her capacity as Lead Independent Director, Ms. Koellner is responsible for the effective functioning of the Board. As part of her duties, she works with the Chair of the Board to establish 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 Lead Independent Director 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. In accordance with the Lead Independent Director — Position Description, the duties and responsibilities of the Lead Independent Director include, but are not limited to: •collaborating with the Chair of the Board to help ensure the Board’s full discharge of its duties in accordance with its mandate; •advising the Chair of the Board as to an appropriate schedule of Board meetings, and approve such schedule, seeking to help ensure that the independent and non-management directors have sufficient time to discuss all agenda items and can perform their duties responsibly; •collaborating with the Chair of the Board and other members of management, where appropriate, to develop the agenda for Board meetings; •working with the Chair of the Board to help ensure that the Board and its committees are otherwise provided with the resources to permit it to carry out its responsibilities and bringing to the attention of the Chair of the Board any issues that are preventing the Board from being able to carry out its responsibilities; •advising the Chair of the Board as to the quality, quantity and timeliness of the flow of information from Corporation management that is necessary for the independent and non-management directors to effectively and responsibly perform their duties; •calling meetings or in camera sessions of the independent and non-management directors, as necessary; •coordinating and developing the agenda for and preside at in camera sessions of the Board's independent and non-management directors and all other meetings of the Board at which the Chair of the Board is not present; •discussing with the Chair of the Board and the NCGC the membership of the various Board committees, as well as selection of the committee chairs; •working with the NCGC to develop and recommend to the Board a process for annually assessing the performance of the Board as a whole and its committees and the contribution of individual directors, including through peer review and managerial feedback, and identify guidelines for the performance evaluation of the directors (including the Chair of the Board and the Lead Independent Director); •working with the NCGC to develop and recommend to the Board position descriptions for the Chair of the Board, the CEO, the Lead Independent Director and the chair of each standing committee of the Board, and recommending the limits of management’s authority; •providing input directly to the HRCC on matters such as CEO compensation, performance assessment, succession planning and related matters; provided, however, if the Chair of the Board is also the CEO, overseeing these matters in conjunction with the Chair of the HRCC; •consulting with the directors regarding any concerns they may have; •providing leadership to help ensure that the Board functions independently of management and other non-independent directors; •if requested by the Corporation’s significant shareholders, being available for consultation and direct communication in appropriate circumstances and with the knowledge of the Board; •receiving feedback from stakeholders, including through the shareholder engagement process, including directly from security holders and report to the NCGC on any significant or recurring comments, concerns or questions conveyed by security holders; •together with the Chair of the Board and the Chair of the NCGC, recommending to the NCGC actions to be taken, if any, as a result of a director accepting membership on another public company board or changing their primary employment; •acting as a resource for, and counsel to, the Chair of the Board and, as needed, the CEO; and •providing guidance on how the Chair of the Board can maintain an effective relationship between the Board and management.
Board of Directors
| Public Company Board Membership |
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.
Board of Directors
| Position Descriptions |
Board of Directors
The Board has developed and approved written position descriptions for the Chair of the Board, the Lead Independent Director, 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.
Board of Directors
| Director Attendance |
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 2025. All then-members of the Board attended the 2025 Annual and Special Meeting of Shareholders (“2025 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.
Governance Policies and Practices
| Director Compensation |
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 believes the Corporation’s exceptional performance in 2025 reflects the sound strategic decision making and effective implementation of key initiatives led by Rob Mionis and the executive team. For 2025, the HRCC approved the following performance-based compensation: •2025 Corporate Performance Factor (“CPF”) under the Celestica Team Incentive Plan (the “CTI”) of 185% reflective of Celestica’s 2025 revenue, non-GAAP operating margin and non-GAAP free cash flow relative to financial targets for the year based on the Corporation’s AOP; and •2023 PSUs vested at 200% of the target amount granted. Such PSUs were granted in 2023 with a performance period from January 1, 2023 to December 31, 2025 with pre-determined performance criteria. The overall vesting level of 200% reflected 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 as modified by Celestica’s relative TSR achievement over the performance period. Executive compensation is a principal responsibility of the HRCC and the Committee has executed on its mandate with thoughtful resolution. The HRCC remains committed to shareholder engagement. On behalf of the HRCC, I thank you for your commitment to Celestica and I look forward to your participation in the Meeting. I encourage you to read the following Compensation Discussion and Analysis and to exercise your vote on executive pay. Although the say-on-pay resolution is an advisory vote, it provides the HRCC with important feedback on shareholder views towards executive compensation. Yours sincerely, Robert A. Cascella Chair of the HRCC (on behalf of the HRCC) *This is a non-GAAP financial measure or ratio (based on a non-GAAP financial measure). See About the Information in this Proxy Statement — Note Regarding Non-GAAP Financial Measures for the definition of, and information regarding, this measure, including where to find a reconciliation of this non-GAAP financial measure or the non-GAAP financial measure on which this non-GAAP ratio is based to the most directly-comparable GAAP financial measure. Non-GAAP financial measures and ratios do not have any standardized meaning prescribed by GAAP and therefore may not be comparable to similar measures presented by other companies.
Compensation Committee Report
| Age: 63 | 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. 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 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: 49 | 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. Since August 15, 2025, Mr. Chawla has served on the Board of Directors of CCL Industries Inc., a producer of specialty labels. He previously served on the Board of Directors of Sleep Country Canada Holdings Inc., a 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. |
Compensation Committee Report
| Age: 52 | Jason Phillips — President, Connectivity & Cloud Solutions (“CCS”) Mr. Phillips has served as President, CCS since 2019, overseeing the strategic development and deployment of our CCS segment which consists of our Communications and Enterprise end markets. He leads the Hardware Platform Solutions business within our CCS segment, including Celestica’s investments in technologies and capabilities that are critical for AI infrastructure technologies, and is responsible for firmware/software enablement across all primary IT infrastructure data center technologies, open source software offerings and aftermarket services. 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: 56 | Todd C. Cooper — President, Advanced Technology Solutions (“ATS”) Mr. Cooper has served as President, ATS since 2022. He is responsible for strategy development, deployment and execution of Celestica’s A&D, Industrial, HealthTech, and Capital Equipment businesses. 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 has served as Chief Operations Officer since 2022. 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. |
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.
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 | ✔ | |
Compensation Objectives
The 2025 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.
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 2025, 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 2025, 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 $40,000 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 $40,000 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 $40,000 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:
Fees of the Compensation Consultant
Fees of the Compensation Consultant
Fees of the Compensation Consultant
| | Year Ended December 31 | | | | 2025 | 2024 | | Executive Compensation-Related Fees(1) | $234,057 | $259,836 | | All Other Fees(2) | $54,238 | $47,054 |
Fees of the Compensation Consultant
(1)Services for 2025 and 2024 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 2025 and 2024 also included services provided in connection with the requirements applicable to domestic U.S. issuers, and for 2024 included delivery of the annual director evaluation. (2)Services for 2025 and 2024 included support on analysis and benchmarking on non-executive compensation matters.
Fees of the Compensation Consultant
| Compensation Process |
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 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 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. For the other NEOs, the CEO reviews individual performance evaluations 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. Throughout the year, the HRCC meets regularly to fulfill its oversight responsibilities. Its key activities include: setting performance objectives for annual and long-term incentive programs and determining achievement against those metrics; reviewing executive compensation against market benchmarks and approving the Comparator Group; evaluating CEO performance and approving CEO compensation; overseeing talent management, succession planning and human capital management; conducting risk assessments of compensation programs; reviewing executive compensation disclosure; considering shareholder feedback; and assessing the independence and performance of the Compensation Consultant.
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 engage with shareholders from time to time to gather perspectives 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. | | 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. •Independence test is conducted annually for the compensation consultant. | | 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. |
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 compensation 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 fixed versus variable compensation and the weight attributed to 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. | | 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” | •Our equity compensation plans provide for change-of-control treatment for outstanding equity based on a “double trigger” requirement. |
Compensation Risk Assessment and Governance Analysis
| 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. |
Compensation Risk Assessment and Governance Analysis
| Comparator Group |
2025 Comparator Group
2025 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 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. with extensive global experience. We have no direct competitors in Canada, and companies of similar size that are based exclusively within Canada do not provide the desired 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 with respect to 2025 executive compensation. The composition of the Comparator Group was reviewed to ensure it continued to accurately reflect our market for executive talent. With respect to 2025, the Compensation Consultant recommended no change to the existing Comparator Group, and the HRCC approved this recommendation. The following Comparator Group, which is comprised of U.S.-based technology companies and EMS peers, was used in the determination of 2025 executive compensation:
2025 Comparator Group
2025 Comparator Group
2025 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 | |
2025 Comparator Group
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.
Compensation Elements for the Named Executive Officers
| Elements | Rationale | | Base Salary | Provides a fixed level of compensation intended to reflect the scope of an executive’s responsibilities, level of experience and ongoing leadership for the consistent execution of the Corporation’s strategy, as well as to approximate competitive base salary levels | | 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 with post-retirement security | | Perquisites | Perquisites are provided to executives on a case-by-case basis as considered appropriate and in the interests of the Corporation |
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.
Compensation Elements for the Named Executive Officers
| Celestica Team Incentive Plan |
Compensation Elements for the Named Executive Officers
At the 2025 AGM, shareholders approved the 2025 Plan. Under the 2025 Plan, employees, consultants and directors of the Corporation and its affiliates performing services for us, including our NEOs, are eligible to receive awards. The 2025 Plan provides for the grant of stock options, restricted shares, RSUs, PSUs, deferred share units, DSUs, and other awards valued wholly or partially in reference to or based on Common Shares, which are intended to align the interests of participants with those of our shareholders. We no longer grant equity-based incentives under our prior equity compensation plans, including the Long-Term Incentive Plan (the “LTIP”), the Celestica Share Unit Plan (the “CSUP”) and the DSCP (collectively, the “Prior Equity Plans”). Awards granted to the NEOs in 2025 prior to the 2025 AGM were granted under the CSUP. No Awards were granted to the NEOs in 2025 under the 2025 Plan. Outstanding awards under the Prior Equity Plans will remain in effect in accordance with their terms until such awards expire, are cancelled or are exercised, at which points the Prior Equity Plans shall cease to have any further force and effect. 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 at least two clear trading days following the public release of our financial results. 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 2025.
Compensation Elements for the Named Executive Officers
| RSUs |
Compensation Elements for the Named Executive Officers
NEOs may be granted RSUs 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.
Compensation Elements for the Named Executive Officers
| PSUs |
Compensation Elements for the Named Executive Officers
NEOs may be granted PSUs 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.
Compensation Elements for the Named Executive Officers
| Stock Options |
Compensation Elements for the Named Executive Officers
NEOs may be granted stock options as part of the Corporation’s annual equity grant; however, 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.
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 2025 is described in 2025 Compensation Decisions — Annual Incentive Award (CTI). The vesting conditions applicable to the RSUs and PSUs granted to Mr. Mionis in 2025 are described in 2025 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 2025 is described in 2025 Compensation Decisions — Annual Incentive Award (CTI). The vesting conditions applicable to the RSUs and PSUs granted to these NEOs in 2025 are described in 2025 Compensation Decisions — NEO Equity Awards and Mix.
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 filed 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. Executives who are terminated for cause also forfeit all unvested RSUs, PSUs and stock options as well as all vested and unexercised stock options.
NEO Base Salary Changes
| Annual Incentive Award (CTI) |
2025 CTI Awards
| Name | Target Incentive %(1) | Potential Award for Below Threshold Performance | Potential Award for Threshold Performance(2) | Potential Award for Target Performance(3) | Potential Maximum Award(4) | Amount Awarded(5) | Amount Awarded As a% of Base Salary | | Robert A. Mionis | 150% | $0 | $431,250 | $1,725,000 | $3,450,000 | $3,450,000 | 300% | | Mandeep Chawla | 100% | $0 | $150,000 | $600,000 | $1,200,000 | $1,200,000 | 200% | | Jason Phillips | 80% | $0 | $113,904 | $455,616 | $911,232 | $911,232 | 160% | | Todd C. Cooper | 80% | $0 | $105,123 | $420,494 | $840,988 | $840,988 | 160% | | Yann Etienvre | 80% | $0 | $108,247 | $432,987 | $865,973 | $865,973 | 160% |
2025 CTI Awards
| NEO Equity Awards and Mix |
2025 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 2025 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 4, 2025 as part of their 2025 compensation:
NEO Equity Awards
NEO Equity Awards
NEO Equity Awards
| Name | RSUs (#)(1) | PSUs (#)(2) | Stock Options (#) | Value of Equity Award(3) | | Robert A. Mionis | 36,400 | 54,600 | — | $11,000,000 | | Mandeep Chawla | 7,611 | 11,417 | — | $2,300,000 | | Jason Phillips | 7,611 | 11,417 | — | $2,300,000 | | Todd C. Cooper | 5,957 | 8,935 | — | $1,800,000 | | Yann Etienvre | 6,652 | 9,977 | — | $2,010,000 |
NEO Equity Awards
(1)Grants were based on a share price of $120.88, which was the closing price of the Common Shares on the NYSE on February 3, 2025 (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 2025 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 4, 2025 was determined at the January 29, 2025 meeting of the HRCC. The number of RSUs granted was determined using the closing price of the Common Shares on February 3, 2025 (the day prior to the date of grant) on the NYSE of $120.88. The PSUs granted in 2025 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 (“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:
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 2024 is the beginning share price and the average daily closing price for the month of December 2027 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 2025, the Corporation’s TSR will be measured relative to the S&P Americas BMI Technology Hardware & Equipment Index as of January 1, 2025 (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. |
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 | | |
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.
NEO Equity Awards
| Prior PSU Award Performance |
NEO Equity Awards
Each NEO was granted a target number of PSUs in each of 2023 and 2024. The performance measures are the same for both grant years. 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 respective 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. Performance for the 2023 PSUs was determined by the HRCC in January 2026. The 2023 PSUs vested at 200% of the target amount granted. Such PSUs were granted in 2023 with a performance period from January 1, 2023 to December 31, 2025 with pre-determined performance criteria. The overall vesting level of 200% reflected 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 as modified by Celestica’s relative TSR achievement over the performance period. Performance for the 2024 PSUs will be determined by the HRCC following the performance period concluding on December 31, 2026.
NEO Equity Awards
| COMPENSATION OF NAMED EXECUTIVE OFFICERS |
NEO Equity Awards
This section contains references to non-GAAP adjusted operating margin and adjusted EPS. See About the Information in this Proxy Statement — Note Regarding Non-GAAP Financial Measures.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of the NEOs for the years ended December 31, 2023 through December 31, 2025.
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 | 2025 | $1,150,000 | $— | $12,438,800 | $3,450,000 | $377,532 | $17,416,332 | | | 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 | | Mandeep Chawla Chief Financial Officer | 2025 | $600,000 | $— | $2,600,840 | $1,200,000 | $152,705 | $4,553,545 | | | 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 | | Jason Phillips President, CCS | 2025 | $569,520 | $— | $2,600,840 | $911,232 | $153,970 | $4,235,562 | | | 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 | | Todd C. Cooper President, ATS | 2025 | $525,617 | $— | $2,035,440 | $840,988 | $113,426 | $3,515,471 | | | 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 | | Yann Etienvre Chief Operations Officer | 2025 | $541,233 | $— | $2,272,908 | $865,973 | $113,447 | $3,793,561 | | | 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 |
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 2025 Form 10-K. Amounts in this column for 2025, 2024, and 2023 represent RSU and PSU grants made to all NEOs on February 4, 2025, February 2, 2024, and January 31, 2023, respectively, based on a share price of $120.88, $36.12, and $12.74, 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 2025 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 2025 PSU awards for each of our NEOs would be as follows: Mr. Mionis ($16,077,600), Mr. Chawla ($3,361,680), Mr. Phillips ($3,361,680), Mr. Cooper ($2,630,880) and Mr. Etienvre ($2,937,816). See Compensation Discussion and Analysis — 2025 Compensation Decisions — Equity-Based Incentives and the Outstanding Equity Awards at 2025 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 2025 Grants of Plan Based Awards table below for additional details with respect to 2025 CTI awards. (3)Amounts for fiscal year 2025 for Mr. Mionis include company contributions to the Supplementary Executive Retirement Plan (the “Supplementary Plan”) of $332,626, company matching contributions to the 401(k) plan of $21,000, group life insurance premium of $11,484, tax equalization payments of $11,422 and tax preparation services. Amounts for fiscal year 2025 for Mr. Chawla include company contribution to the Supplementary Plan of $122,792, company matching contributions to Defined Contribution Pension Plan (“DCPP”) of $24,197, group life insurance premium of $2,562, tax equalization payments of $2,155, and tax preparation services. Amounts for fiscal year 2025 for Mr. Phillips include company contributions to the Supplementary Plan of $93,012, company matching contributions to 401(k) plan of $21,000, tax equalization payments of $38,655, tax preparation services and an annual medical examination. Amounts for fiscal year 2025 for Mr. Cooper include company contributions to the Supplementary Plan of $84,446, matching contributions to 401(k) plan of $21,000, and tax equalization payments of $7,980. Amounts for fiscal year 2025 for Mr. Etienvre include company contributions to the Supplementary Plan of $87,292, company matching contribution to 401(k) plan of $19,869, tax equalization payments of $1,936, tax preparation services and an annual medical examination.
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table presents information about non-equity incentive plan awards under our CTI and equity incentive awards of RSUs and PSUs under the Prior Equity Plans that were awarded in 2025 to the NEOs. No stock options were granted to the NEOs in 2025.
2025 Grants of Plan Based Awards
2025 Grants of Plan Based Awards
2025 Grants of Plan Based Awards
| Name | Award Type | Plan | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards(4) | | | | | | Below Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert A. Mionis | Cash | CTI | | $— | $1,725,000 | $3,450,000 | — | — | — | — | — | | | RSU | | 2/4/2025 | — | — | — | — | — | — | 36,400 | $4,400,000 | | | PSU | | 2/4/2025 | — | — | — | — | 54,600 | 109,200 | — | $8,038,800 | | Mandeep Chawla | Cash | CTI | - | $— | $600,000 | $1,200,000 | — | — | — | — | — | | | RSU | | 2/4/2025 | — | — | — | — | — | — | 7,611 | $920,000 | | | PSU | | 2/4/2025 | — | — | — | — | 11,417 | 22,834 | — | $1,680,840 | | Jason Phillips | Cash | CTI | | $— | $455,616 | $911,232 | — | — | — | — | — | | | RSU | | 2/4/2025 | — | — | — | — | — | — | 7,611 | $920,000 | | | PSU | | 2/4/2025 | — | — | — | — | 11,417 | 22,834 | — | $1,680,840 | | Todd C. Cooper | Cash | CTI | | $— | $420,494 | $840,988 | — | — | — | — | — | | | RSU | | 2/4/2025 | — | — | — | — | — | — | 5,957 | $720,000 | | | PSU | | 2/4/2025 | — | — | — | — | 8,935 | 17,870 | — | $1,315,440 | | Yann Etienvre | Cash | CTI | | $— | $432,987 | $865,973 | — | — | — | — | — | | | RSU | | 2/4/2025 | — | — | — | — | — | — | 6,652 | $804,000 | | | PSU | | 2/4/2025 | — | — | — | — | 9,977 | 19,954 | — | $1,468,908 |
2025 Grants of Plan Based Awards
(1)These amounts show the range of possible payouts under our CTI for 2025, 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 2025. PSUs granted in 2025 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 a factor ranging from -30% to +30% based on Celestica’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, 2027. 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 – 2025 Compensation Decisions for additional information related to the performance period, performance measures and targets related to PSUs granted to NEOs in 2025. (3)Shows the number of time-based RSUs granted in 2025. The RSUs granted in 2025 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 – 2025 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 2025, which was determined to be the probable outcome. See footnote (1) of the Summary Compensation Table for additional details.
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, 2025 (no stock options were held by any NEO at the end of 2025):
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 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 | 2/2/2024 | 67,368(3) | $19,914,654 | — | — | | | 2/4/2025 | 36,400(4) | $10,760,204 | — | — | | | 1/31/2023 | — | — | 780,376(5) | $230,686,949 | | | 2/2/2024 | — | — | 151,578(6) | $44,807,973 | | | 2/4/2025 | — | — | 54,600(7) | $16,140,306 | | Mandeep Chawla | 2/2/2024 | 14,765(3) | $4,364,682 | — | — | | | 2/4/2025 | 7,611(4) | $2,249,888 | — | — | | | 1/31/2023 | — | — | 183,674(5) | $54,295,871 | | | 2/2/2024 | — | — | 33,223(6) | $9,821,051 | | | 2/4/2025 | — | — | 11,417(7) | $3,374,979 | | Jason Phillips | 2/2/2024 | 14,765(3) | $4,364,682 | — | — | | | 2/4/2025 | 7,611(4) | $2,249,888 | — | — | | | 1/31/2023 | — | — | 174,254(5) | $51,511,225 | | | 2/2/2024 | — | — | 33,223(6) | $9,821,051 | | | 2/4/2025 | — | — | 11,417(7) | $3,374,979 | | Todd C. Cooper | 2/2/2024 | 13,289(3) | $3,928,361 | — | — | | | 2/4/2025 | 5,957(4) | $1,760,949 | — | — | | | 1/31/2023 | — | — | 160,126(5) | $47,334,847 | | | 2/2/2024 | — | — | 29,900(6) | $8,838,739 | | | 2/4/2025 | — | — | 8,935(7) | $2,641,275 | | Yann Etienvre | 2/2/2024 | 13,658(3) | $4,037,441 | — | — | | | 2/4/2025 | 6,652(4) | $1,966,398 | — | — | | | 1/31/2023 | — | — | 160,126(5) | $47,334,847 | | | 2/2/2024 | — | — | 30,731(6) | $9,084,391 | | | 2/4/2025 | — | — | 9,977(7) | $2,949,301 |
Outstanding Equity Awards at 2025 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 $295.61, which was the closing price of the Common Shares on the NYSE on December 31, 2025. (3)Represents the unvested portion of a grant of RSUs, of which 1/3 vested on February 2, 2025, 1/3 vested on February 2, 2026 and the remainder will vest on December 1, 2026. (4)Represents the unvested portion of a grant of RSUs, of which 1/3 vested on February 4, 2026, 1/3 will vest on February 4, 2027 and the remainder will vest on December 1, 2027. (5)Represents the unvested portion of a grant of PSUs, which were earned over a three-year performance period that concluded on December 31, 2025, and vested on January 31, 2026 at 200% of the target amount granted (maximum performance), 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 as modified Celestica’s relative TSR achievement over the performance period. (6)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. (7)Represents PSUs which vest at the end of a three-year period that concludes on December 31, 2027 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.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth RSUs and PSUs that vested in fiscal 2025 for the NEOs. None of our NEOs held stock options as of December 31, 2025.
Option Exercises and Stock Vested in 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert A. Mionis | — | — | 901,077 | $129,901,148 | | Mandeep Chawla | — | — | 236,151 | $33,517,293 | | Jason Phillips | — | — | 209,962 | $30,077,033 | | Todd C. Cooper | — | — | 206,084 | $29,245,821 | | Yann Etienvre | — | — | 196,628 | $27,715,341 |
Option Exercises and Stock Vested in 2025
(1)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.
Option Exercises and Stock Vested in 2025
| Type of Award | Vesting Date | Price | | RSU | January 31, 2025 | $127.54 | | PSU & RSU | February 3, 2025 | $122.28 | | RSU | December 1, 2025 | $344.41 |
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025 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.
Nonqualified Deferred Compensation in 2025
| U.S. Nonqualified Deferred Compensation Plan |
Nonqualified Deferred Compensation in 2025
The Celestica 2025 Executive Compensation Deferral Plan (the “ECDP”), which was effective July 1, 2025, is an unfunded deferred compensation plan sponsored for a select group of management or highly compensated employees. Participation in the ECDP is limited to individuals selected by the administrator, and individuals paid outside the United States by a non-U.S. affiliate are not eligible. Under the terms of the ECDP, participants are permitted to elect to defer up to 50% of base salary, up to 100% of cash incentive compensation and (subject to administrator approval and applicable law) up to 100% of equity awards. Deferrals are credited after the compensation otherwise would have been paid and are fully vested when credited. Although the ECDP permits company discretionary matching contributions, the Corporation does not make, and is not required to make any matching contributions to participants. Accounts are credited with gains and losses based on hypothetical “measuring investments” selected by participants from a list described in the plan’s enrollment guide, which is currently largely consistent with the investment opportunities provided to our executives under the company’s qualified defined contribution plan. Participants do not receive above market, preferential or guaranteed interest on deferred amounts, and all amounts are subject to typical market investment returns. Distributions generally commence automatically upon separation from service and are paid in a lump sum or in five or ten annual installments. Participants may revise distribution elections (including to delay payments) only if specified timing and minimum-delay requirements are satisfied. The ECDP permits specified-date withdrawals (subject to multi-year minimum lead times) and in-service distributions in the event of an unforeseeable emergency, and it provides beneficiary payment mechanics upon death. For 2025, NEOs were only permitted to elect to defer up to 100% of their CTI compensation earned during the plan effective date through December 31, 2025. No matching contribution was provided by the Corporation with respect to 2025. Mr. Cooper elected to participate in the ECDP for 2025. Given that the 2025 CTI was only paid in February 2026, no investment earnings, withdrawals or distributions occurred under the ECDP during 2025.
Nonqualified Deferred Compensation In 2025
Nonqualified Deferred Compensation In 2025
Nonqualified Deferred Compensation In 2025
| | | Executive contributions in last FY | Registrant contributions in last FY | Aggregate earnings in last FY | Aggregate withdrawals/ distributions | Aggregate balance at last FYE | | Name | Plan Name | Executive contributions in last FY ($)(1) | Registrant contributions in last FY ($)(2) | Aggregate earnings in last FY ($) | Aggregate withdrawals/Distributions ($) | Aggregate balance at last FYE ($) | | Robert A. Mionis | U.S. Supplementary Plan | — | $332,626 | $416,755 | — | $3,150,239 | | Mandeep Chawla(3) | Canadian Supplementary Plan | — | $122,792 | $79,574 | — | $823,935 | | Jason Phillips | U.S. Supplementary Plan | — | $93,012 | $186,132 | — | $1,282,470 | | Todd C. Cooper | U.S. Supplementary Plan | — | $84,446 | $80,471 | — | $663,616 | | | ECDP | $423,941 | — | — | — | $423,941 | | Yann Etienvre | U.S. Supplementary Plan | — | $87,292 | $52,815 | — | $362,667 |
Nonqualified Deferred Compensation In 2025
(1)This amount is included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. (2)This amount is included in the “All Other Compensation” column in the Summary Compensation Table above. (3)Amounts for Mr. Chawla were converted to U.S. dollars at the average exchange rate for 2025 of $1.00 equals C$1.3973.
Termination of Employment and Change in Control Arrangements with Named Executive Officers
| Potential Payments Upon Termination or Change of Control |
Potential Payments on Termination or Change of Control
Potential Payments on Termination or Change of Control
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 | $— | $— | $— | $707,252 | $1,060,878 | | Vesting of Time-based RSUs(2) | $22,253,057 | $22,253,057 | $30,674,858 | $30,674,858 | $30,674,858 | | Vesting of Performance-based PSUs(2) | $265,952,661 | $265,952,661 | $265,952,661 | $265,952,661 | $291,635,228 | | TOTAL | $288,205,718 | $288,205,718 | $298,352,519 | $303,184,771 | $332,095,964 | | Mandeep Chawla | | | | | | | Base Salary | $— | $— | $— | $1,200,000 | $1,200,000 | | Bonus | $— | $— | $600,000 | $1,200,000 | $1,200,000 | | Benefits Continuation | $— | $— | $— | $— | $23,421 | | Vesting of Time-based RSUs(2) | $4,816,563 | $4,816,563 | $— | $1,818,593 | $6,614,569 | | Vesting of Performance-based PSUs | $61,971,219 | $61,971,219 | $— | $61,971,219 | $67,491,902 | | TOTAL | $66,787,782 | $66,787,782 | $600,000 | $66,189,812 | $76,529,892 | | Jason Phillips | | | | | | | Base Salary | $— | $— | $— | $1,150,000 | $1,150,000 | | Bonus | $— | $— | $460,000 | $920,000 | $920,000 | | Benefits Continuation | $— | $— | $— | | $38,823 | | Vesting of Time-based RSUs(2) | $4,816,563 | $4,816,563 | $— | $1,818,593 | $6,614,569 | | Vesting of Performance-based PSUs(2) | $59,186,572 | $59,186,572 | $— | $59,186,572 | $64,707,255 | | TOTAL | $64,003,135 | $64,003,135 | $460,000 | $63,075,165 | $73,430,647 | | Todd C. Cooper | | | | | | | Base Salary | $— | $— | $— | $1,060,000 | $1,060,000 | | Bonus | $— | $— | $424,000 | $848,000 | $848,000 | | Benefits Continuation | $— | $— | $— | $— | $41,745 | | Vesting of Time-based RSUs(2) | $4,187,546 | $4,187,546 | $— | $1,636,793 | $5,689,310 | | Vesting of Performance-based PSUs | $54,110,453 | $54,110,453 | $— | $54,110,453 | $58,814,861 | | TOTAL | $58,297,999 | $58,297,999 | $424,000 | $57,655,246 | $66,453,916 | | Yann Etienvre | | | | | | | Base Salary | $— | $— | $— | $1,100,000 | $1,100,000 | | Bonus | $— | $— | $440,000 | $880,000 | $880,000 | | Benefits Continuation | $— | $— | $— | $— | $40,929 | | Vesting of Time-based RSUs(2) | $4,391,291 | $4,391,291 | $— | $1,682,267 | $6,003,839 | | Vesting of Performance-based PSUs | $54,376,971 | $54,376,971 | $— | $54,376,971 | $59,368,539 | | TOTAL | $58,768,262 | $58,768,262 | $440,000 | $58,039,238 | $67,393,307 |
Potential Payments on Termination or Change of Control
(1)As of December 31, 2025, 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, 2025 ($295.61), multiplied by the number of RSUs or PSUs that become vested or non-forfeitable as a result of the triggering event.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, we are providing the following information regarding the relationship between executive compensation actually paid and certain financial performance measures of the Corporation for the fiscal years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | 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) | | 2025 | $17,416,332 | $320,849,085 | $4,024,535 | $69,437,023 | $2,656 | $160 | $832.5 | $6.05 | | 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 |
Pay Versus Performance
Column (b) reflects compensation amounts reported in the “Total” column of the Summary Compensation Table for Robert A. Mionis, the President and CEO, for the respective years shown. Column (c) regarding “Compensation Actually Paid” (“CAP”) to the CEO in each of 2025, 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.
Pay Versus Performance
| Compensation Actually Paid to PEO: | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $17,416,332 | $14,994,451 | $13,464,727 | $12,037,172 | | Less: Equity Award Values Reported in SCT for the Year | -$12,438,800 | -$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 | $31,500,497 | $27,431,000 | $22,377,208 | $7,155,008 | | Year over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | $237,639,315 | $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 | $46,731,741 | $12,309,235 | $4,480,410 | $559,562 | | Less: Fair Value of Equity Awards Forfeited during the Year | — | — | — | — | | Compensation Actually Paid | $320,849,085 | $138,928,408 | $66,304,466 | $17,489,671 |
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 2025, 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.
Pay Versus Performance
| Compensation Actually Paid to Non-PEO NEOs: | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $4,024,535 | $3,709,736 | $3,486,199 | $3,418,278 | | Less: Equity Award Values Reported in SCT for the Year | -$2,377,507 | -$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 | $6,021,177 | $5,749,243 | $4,862,016 | $1,726,644 | | Year over Year Change in Fair Value of Outstanding Unvested Equity Granted in Prior Years | $51,216,583 | $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 | $10,552,235 | $3,229,102 | $1,149,053 | $60,289 | | Less: Fair Value of Equity Awards Forfeited during the Year | — | — | — | — | | Compensation Actually Paid | $69,437,023 | $32,293,639 | $16,914,031 | $4,328,888 |
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 2025, 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 2025, 2024, 2023 and 2022, respectively. Column (h) reflects the Corporation’s net income for 2025, 2024, 2023 and 2022. Column (i) in respect of the company-selected measure is adjusted earnings per share for each of 2025, 2024, 2023 and 2022. See About the Information in this Proxy Statement — Note Regarding Non-GAAP Financial Measures and Appendix B — Non-GAAP Financial Measures.
Pay Versus Performance
| Analysis of the Information Presented in the Pay Versus Performance Table |
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.
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.
CEO Pay Ratio
| CEO Pay Ratio Disclosure | | | CEO Annual Total Compensation | $17,416,332 | | Median of Annual Total Compensation of all other Celestica Employees | $13,855 | | Ratio of Annual Total Compensation of CEO to Median Annual Total Compensation of all other Celestica Employees | 1,257 |
CEO Pay Ratio
| Methodology |
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.
CEO Pay Ratio
| Consideration Population |
CEO Pay Ratio
As of December 31, 2025, we employed 27,781 employees worldwide that meet the definition of employee under item 402(u), other than our CEO. No countries were excluded.
CEO Pay Ratio
| Identifying Our Median Employee |
CEO Pay Ratio
In determining our median employee, we used fiscal year 2025 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 2025. For employees located outside the U.S., compensation was converted to U.S. dollars using the spot exchange rate as of December 31, 2025. Using this methodology, we determined that, as of December 31, 2025, the median employee was a full-time employee based in Malaysia whose total 2025 compensation including base salary, annual incentive and all other compensation components, was $13,855. The fiscal 2025 annual total compensation of Mr. Mionis, our CEO, at fiscal year end, was $17,416,332 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 1,257:1. 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 27,781 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.
CEO Pay Ratio
| DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS |
CEO Pay Ratio
To be considered for inclusion in Celestica’s proxy materials relating to the 2027 Annual Meeting of Shareholders a shareholder proposal must be submitted in writing and received at the Corporation’s principal executive offices (as set forth below) on or before: (i) December 10, 2026 for proposals submitted pursuant to Rule 14a-8 under the Exchange Act (in the event such meeting is not advanced or delayed by more than 30 calendar days from the anniversary of the Meeting); or (ii) March 22, 2027 for proposals submitted pursuant to the OBCA; provided that such shareholder proposal satisfies all other requirements for shareholder proposals under Rule 14a-8 or the OBCA, as applicable. Any such proposals should be submitted to: the Corporate Secretary at 5140 Yonge Street, Suite 1900, Toronto, Ontario. Shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide the Corporation notice that sets forth the information required by Rule 14a-19 under the Exchange Act postmarked to the Corporation at the address set forth above no later than March 22, 2027 to comply with the SEC’s universal proxy rules. In addition, the Advance Notice By-Law provides that shareholders seeking to nominate candidates for election as directors must give timely notice in writing to the Corporate Secretary of the Corporation. To be timely, in the case of Celestica’s next annual meeting, such notice must be properly given, not less than 30 days prior to the date of the meeting (and not less than 40 days in the event that Celestica uses “notice-and-access” for delivery of proxy-related materials in respect of such meeting); provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile both on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, of the date of the meeting was made, notice by the nominating shareholder must be properly given not later than the close of business on the tenth day following the Notice Date.
CEO Pay Ratio
| GENERAL INFORMATION ABOUT THE MEETING |