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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of March, 2020

001-14832
(Commission File Number)



CELESTICA INC.
(Translation of registrant's name into English)



5140 Yonge Street, Suite 1900
Toronto, Ontario
Canada M2N 6L7
(416) 448-5800
(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

        Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

        Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

   



Furnished Herewith (and incorporated by reference herein)

Exhibit No.   Description
  99.1   Notice of Meeting and Management Information Circular for the April 29, 2020 Annual Meeting of Shareholders

 

99.2

 

Form of Proxy (Multiple Voting Shares)

 

99.3

 

Form of Proxy (Subordinate Voting Shares)

 

99.4

 

Voting Instruction Form for US beneficial holders

 

99.5

 

Voting Instruction Form for Canadian beneficial holders

 

99.6

 

Request card for both US and Canadian registered holders

 

99.7

 

2019 Letter to Shareholders

        The information contained in this Form 6-K is not incorporated by reference into any registration statement (or into any prospectus that forms a part thereof) filed by Celestica Inc. with the Securities and Exchange Commission.



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    CELESTICA INC.

Date: March 16, 2020

 

By:

 

/s/ Elizabeth L. DelBianco

Elizabeth L. DelBianco
        Chief Legal and Administrative Officer


EXHIBIT INDEX

Exhibit No.   Description
  99.1   Notice of Meeting and Management Information Circular for the April 29, 2020 Annual Meeting of Shareholders

 

99.2

 

Form of Proxy (Multiple Voting Shares)

 

99.3

 

Form of Proxy (Subordinate Voting Shares)

 

99.4

 

Voting Instruction Form for US beneficial holders

 

99.5

 

Voting Instruction Form for Canadian beneficial holders

 

99.6

 

Request card for both US and Canadian registered holders

 

99.7

 

2019 Letter to Shareholders



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Furnished Herewith (and incorporated by reference herein)
SIGNATURES
EXHIBIT INDEX

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Exhibit 99.1


 


LOGO




NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
CIRCULAR

 

FOR THE ANNUAL MEETING
OF SHAREHOLDERS


TO BE HELD ON
APRIL 29, 2020






LOGO

INVITATION TO SHAREHOLDERS

On behalf of the Board of Directors, management and employees of Celestica Inc. (the "Corporation"), it is our pleasure to invite you to join us at the Corporation's Annual Meeting of Shareholders to be held on Wednesday, April 29, 2020 at 9:30 a.m. EDT at the Novotel Toronto North York Hotel, 3 Park Home Avenue, North York, Ontario.

The items of business to be considered and voted upon by shareholders at this meeting are described in the Notice of Annual Meeting and the accompanying Management Information Circular.

You can find further information concerning the Corporation on our website: www.celestica.com. We encourage you to visit our website before attending the meeting, as it provides useful information regarding the Corporation.

Your participation at this meeting is important. We encourage you to exercise your right to vote, which can be done by following the instructions provided in the Management Information Circular and accompanying form of proxy.

While we invite you to attend the meeting, we are also actively monitoring the coronavirus disease 2019 (COVID-19) situation and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, provincial, and local governments may impose. In the event we determine that it is not possible or advisable for our shareholders to attend the meeting in person, we will announce alternative arrangements as promptly as practicable. Please monitor our website at www.celestica.com for updated information. If you are planning to attend our meeting, please check the website prior to the meeting for our most current instructions. If you have any concerns about traveling, as always our meeting is available for viewing online through a live webcast at www.celestica.com. We encourage you to provide voting instructions prior to the meeting. PLEASE NOTE: Although management will respond to questions following the formal proceedings, there will not be an investor presentation by management.

Yours sincerely,


GRAPHIC

GRAPHIC
Michael M. Wilson
Chair of the Board
Robert A. Mionis
President and Chief Executive Officer

 


Your Vote Is Important

Registered Shareholders

You are a registered shareholder if your shares are registered directly in your name with our registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"). You will have received from Computershare a form of proxy which accompanied your Management Information Circular. Complete, sign, date and mail your form of proxy to Computershare in the envelope provided or follow the instructions provided on the form of proxy to vote by telephone or internet. For instructions regarding how to vote in person at the meeting if you are a registered shareholder, see Questions and Answers on Voting and Proxies — How Do I Exercise My Vote (and by When) If I am a Registered Shareholder?

Non-Registered Shareholders

You are a non-registered shareholder (or beneficial owner) if your shares are held in the name of a nominee (such as a securities broker, trustee or other financial institution). You will have received from your nominee a request for voting instructions which accompanied your Management Information Circular. Alternatively, your nominee may have provided you with a form of proxy. Follow the instructions on your voting instruction form or the form of proxy provided to you to vote by telephone or internet, or complete, sign, date and mail the voting instruction form or the form of proxy provided to you in the envelope provided. For instructions regarding how to vote in person at the meeting if you are a non-registered shareholder, see Questions and Answers on Voting and Proxies — How Do I Vote if I am a Non-Registered Shareholder?


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC i
MANAGEMENT INFORMATION CIRCULAR 1
    Questions and Answers on Voting and Proxies 1
    Principal Holders of Voting Shares 5
        Agreement for the Benefit of Holders of SVS 5
    Information Relating to Our Directors 6
        Election of Directors 6
        Director Compensation 14
        Directors' Fees Earned in 2019 15
        Directors' Ownership of Securities 17
        Attendance of Directors at Board and Committee Meetings 20
        Environmental, Social and Governance Matters 21
    Information About Our Auditor 24
    Say-On-Pay 25
    2019 Voting Results 25
    Human Resources and Compensation Committee 26
    Human Resources and Compensation Committee Letter to Shareholders 28
    Compensation Discussion and Analysis 32
        Note Regarding Non-IFRS Measures 34
        Compensation Objectives 35
        Anti-Hedging and Anti-Pledging Policy 41
        "Clawback" Provisions 42
        Compensation Elements for the Named Executive Officers 42
        2019 Compensation Decisions 47
        Realized and Realizable Compensation 54
    Compensation of Named Executive Officers 56
        Summary Compensation Table 56
        Option-Based and Share-Based Awards 58
        Securities Authorized for Issuance Under Equity Compensation Plans 60
        Equity Compensation Plans 60
        Pension Plans 63
        Termination of Employment and Change in Control Arrangements with Named Executive Officers 64
        Performance Graph 68
    Executive Share Ownership 69
    Indebtedness of Directors and Officers 70
    Directors, Officers and Corporation Liability Insurance 70
    Statement of Corporate Governance Practices 70
    Other Matters 71
    Requests for Documents 71
    Certificate 71
    Schedule A — Statement of Corporate Governance Practices A-1
    Schedule B — Board of Directors Mandate B-1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC.

The Annual Meeting of Shareholders (the "Meeting") of CELESTICA INC. (the "Corporation" or "Celestica") will be held at the Novotel Toronto North York Hotel, 3 Park Home Avenue, North York, Ontario on Wednesday the 29th day of April, 2020 at 9:30 a.m. EDT for the following purposes:

Shareholders are invited to vote at the Meeting by completing, signing, dating and returning the accompanying form of proxy by mail or by following the instructions for voting by telephone or internet in the accompanying form of proxy, whether or not they are able to attend personally.

Only shareholders of record at the close of business on March 13, 2020 will be entitled to vote at the Meeting.

 

DATED at Toronto, Ontario this 12th day of March, 2020.

By Order of the Board of Directors

GRAPHIC

Elizabeth L. DelBianco
Chief Legal and Administrative Officer
and Corporate Secretary

Note: If you are a new shareholder or a shareholder who did not elect to receive a copy of our 2019 Annual Report, you can view that report on our website at www.celestica.com or under our profile at www.sedar.com. If you wish to receive a hard copy of the report, please contact us at clsir@celestica.com.

i

LOGO

CELESTICA INC.
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada M2N 6L7

MANAGEMENT INFORMATION CIRCULAR

In this Management Information Circular (the "Circular"), unless otherwise noted, all information is given as of February 19, 2020 and all dollar amounts are expressed in United States dollars. Unless stated otherwise, all references to "U.S.$" or "$" are to U.S. dollars and all references to "C$" are to Canadian dollars. Unless otherwise indicated, any reference in this Circular to a conversion between U.S.$ and C$ is a conversion at the average of the exchange rates in effect for 2019. During that period, based on the relevant 2019 noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Board of Governors of the U.S. Federal Reserve System, the average exchange rate was $1.00 = C$1.3269.

QUESTIONS AND ANSWERS ON VOTING AND PROXIES
Q.
WHAT DECISIONS WILL I BE ASKED TO MAKE?

A.
Shareholders will be voting on the following matters: the election of each individual director to the Board of Directors of the Corporation (the "Board" or the "Board of Directors") for the ensuing year, the appointment of an auditor for the Corporation for the ensuing year, authorization of the Board to fix the auditor's remuneration, an advisory resolution on the Corporation's approach to executive compensation, and any other matters as may properly be brought before the Meeting.
Q.
WHO IS SOLICITING MY PROXY?

A.
The Corporation's management is soliciting your proxy.    All associated costs of solicitation will be borne by the Corporation. The solicitation will be primarily by mail, but proxies may also be solicited personally by regular employees of the Corporation for which no additional compensation will be paid. The Corporation anticipates that copies of this Circular and accompanying form of proxy will be sent to registered shareholders on or about March 20, 2020.

Q.
WHO IS ENTITLED TO VOTE?

A.
Any holder of Subordinate Voting Shares ("SVS") or Multiple Voting Shares ("MVS") of the Corporation at the close of business on March 13, 2020 or such holder's duly appointed proxyholders or representatives are entitled to vote.
1

Q.
HOW DO I EXERCISE MY VOTE (AND BY WHEN) IF I AM A REGISTERED SHAREHOLDER?

A.
If you are a registered shareholder, you may exercise your right to vote by attending and voting your shares in person at the Meeting, by mailing in the attached form of proxy or by voting by telephone or internet.
Q.
WHAT IF A REGISTERED SHAREHOLDER SIGNS THE FORM OF PROXY ENCLOSED WITH THIS CIRCULAR?

A.
Signing the form of proxy gives authority to Mr. Michael M. Wilson or Mr. Robert A. Mionis or their designees (the "Proxy Nominees"), to vote your shares at the Meeting, unless you give authority to another person to vote your shares by providing that person's name on the form of proxy.

Q.
CAN A REGISTERED SHAREHOLDER APPOINT SOMEONE OTHER THAN THE PROXY NOMINEES TO VOTE THEIR SHARES AT THE MEETING?

A.
Yes, you may appoint an individual or company (such individual or authorized representative of such company shall be referred to herein as a "Designee") other than the Proxy Nominees to represent you at the Meeting. Write the name of the Designee of your choice in the blank space provided in the form of proxy. The Designee whom you choose need not be a shareholder.
Q.
HOW WILL THE SHARES OF REGISTERED SHAREHOLDERS BE VOTED AT THE MEETING IF THEY GIVE THEIR PROXY?

A.
On any ballot that may be called for, the shares represented by a properly executed proxy given in favour of the Proxy Nominees in the enclosed form of proxy will be voted for or against or withheld from voting in accordance with the instructions given on the ballot. If you specify a choice with respect to any matter to be acted upon, such shares will be voted accordingly.
2

Q.
IF REGISTERED SHAREHOLDERS CHANGE THEIR MIND, CAN THEY TAKE BACK THEIR PROXY ONCE IT HAS BEEN GIVEN?

A.
Yes, you may revoke any proxy that you have given at any time prior to its use at the Meeting for which it was given or any adjournment(s) or postponement(s) thereof. In addition to revocation in any other manner permitted by law, you may revoke your proxy by preparing a written statement, signed by you or your attorney, as authorized, or if the proxy is given on behalf of a corporation or other legal entity, by a duly authorized officer or attorney of such corporation or legal entity, and deposited with the Chair of the Meeting on the day of the Meeting, or any adjournment(s) or postponement(s) thereof, prior to the proxy being voted, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by you or by your attorney, who is authorized in writing, to the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) or postponement(s) thereof, at which the proxy is to be used.
Q.
WHAT IF AMENDMENTS ARE MADE TO THE SCHEDULED MATTERS OR IF OTHER MATTERS ARE BROUGHT BEFORE THE MEETING?

A.
The accompanying form of proxy confers discretionary authority upon the Proxy Nominees in respect of any amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
Q.
HOW DO I VOTE IF I AM A NON-REGISTERED SHAREHOLDER?

A.
A shareholder is a non-registered shareholder (or beneficial owner) if (i) an intermediary (such as a bank, trust company, securities dealer or broker, trustee or administrator of a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered education savings plan, registered disability savings plan or tax-free savings account), or (ii) a clearing agency (such as CDS Clearing and Depository Services Inc. or Depository Trust and Clearing Corporation), of which the intermediary is a participant (in each case, an "Intermediary"), holds the shareholder's shares on behalf of the shareholder.
3

Q.
HOW CAN I CONTACT THE INDEPENDENT DIRECTORS AND CHAIR?

A.
You may confidentially contact the Chair of the Board or the independent directors by writing to them individually or as a group at the Corporation's head office. Please send your letters in sealed envelopes to our head office as follows and we will deliver them to the Chair of the Board or the appropriate addressee(s), unopened:
Q.
WHOM SHOULD I CONTACT IF I HAVE QUESTIONS CONCERNING THE CIRCULAR OR FORM OF PROXY?

A.
If you have questions concerning the information contained in this Circular you may contact Celestica Investor Relations:
Q.
HOW CAN I CONTACT THE TRANSFER AGENT?

A.
You may contact the transfer agent by mail:
4

PRINCIPAL HOLDERS OF VOTING SHARES

As of February 19, 2020, the only persons, corporations or legal entities who, to the knowledge of the Corporation, its directors or executive officers, beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of the voting securities of the Corporation are as follows:


Table 1: Principal Holders of Voting Shares

 Name
 
Number of
Shares

 
Percentage of
Class

 
Percentage of
All Equity Shares

 
Percentage of
Voting Power

 

 
Onex Corporation(1)


 


18,600,193 MVS


 


100.0%


 


14.4%


 


80.8%


 
 
 Toronto, Ontario
 Canada
  397,045 SVS   *   *   *  

 
Gerald W. Schwartz(2)


 


18,600,193 MVS


 


100.0%


 


14.4%


 


80.8%


 
 
 Toronto, Ontario
 Canada
  517,702 SVS   *   *   *  
 Letko, Brosseau & Associates Inc.(3)
 Montréal, Québec
 Canada
  20,539,951 SVS   18.6%   15.9%   3.6%  
*
Less than 1%.
(1)
The number of shares beneficially owned, controlled or directed, directly or indirectly, by Onex Corporation ("Onex") includes 945,010 MVS held by a wholly-owned subsidiary of Onex. 814,546 of the MVS beneficially owned by Onex are subject to options granted to certain officers of Onex pursuant to certain Onex management investment plans, which options may be exercised upon specified dispositions by Onex (directly or indirectly) of Celestica's securities, with respect to which Onex has the right to vote or direct the vote ("MIP Options"), including 688,807 MIP Options granted to Gerald W. Schwartz (each of which MVS will, upon exercise of such options, be automatically converted into an SVS).
(2)
The number of shares beneficially owned, or controlled or directed, directly or indirectly, by Mr. Schwartz consists of 120,657 SVS owned by a company controlled by Mr. Schwartz and all of the 18,600,193 MVS and 397,045 SVS beneficially owned, controlled or directed, directly or indirectly, by Onex as described in footnote 1 above. Mr. Schwartz is the Chairman of the Board, President and Chief Executive Officer of Onex. In addition, he indirectly owns multiple voting shares of Onex carrying the right to elect a majority of the Onex board of directors. Accordingly, under applicable securities laws, Mr. Schwartz is deemed to be the beneficial owner of the Celestica shares owned by Onex; Mr. Schwartz has advised the Corporation, however, that he disclaims beneficial ownership of the shares held by Onex.
(3)
The number of shares reported as held by Letko, Brosseau & Associates Inc. is based on the Schedule 13G/A it filed with the United States Securities and Exchange Commission on January 28, 2020, reporting ownership as of December 31, 2019.

Agreement for the Benefit of Holders of SVS

Onex, which beneficially owns, controls or directs, directly or indirectly, all of the outstanding MVS, has entered into an agreement with the Corporation and with Computershare Trust Company of Canada (as successor to the Montreal Trust Company of Canada), as trustee for the benefit of the holders of the SVS, for the purpose of ensuring that the holders of the SVS will not be deprived of rights under applicable provincial take-over bid legislation to which they would be otherwise entitled in the event of a take-over bid (as that term is defined in applicable securities legislation) for the MVS if the MVS had been SVS. Subject to certain permitted forms of sale, such as identical or better offers to all holders of SVS, Onex has agreed that it, and any of its affiliates that may hold MVS from time to time, will not sell any MVS, directly or indirectly, pursuant to a take-over bid (as that term is defined under applicable securities legislation) under circumstances in which any applicable securities legislation would have required the same offer or a follow-up offer to be made to holders of SVS if the sale had been a sale of SVS rather than MVS, but otherwise on the same terms.

5

The Restated Articles of Incorporation (the "Articles") of the Corporation provide "coat-tail" protection to the holders of the SVS by providing that the MVS will be converted automatically into SVS upon any transfer thereof, except (a) a transfer to Onex or any affiliate of Onex, or (b) a transfer of 100% of the outstanding MVS to a purchaser who also has offered to purchase all of the outstanding SVS for a per share consideration identical to, and otherwise on the same terms as, that offered for the MVS, and the MVS held by such purchaser thereafter shall be subject to the provisions relating to conversion (including with respect to the provisions described in this paragraph) as if all references to Onex were references to such purchaser. In addition, if (a) any holder of any MVS ceases to be an affiliate of Onex, or (b) Onex and its affiliates cease to have the right, in all cases, to exercise the votes attached to, or to direct the voting of, any of the MVS held by Onex and its affiliates, such MVS shall convert automatically into SVS on a one-for-one basis. For these purposes, (a) "Onex" includes any successor corporation resulting from an amalgamation, merger, arrangement, sale of all or substantially all of its assets, or other business combination or reorganization involving Onex, provided that such successor corporation beneficially owns directly or indirectly all MVS beneficially owned directly or indirectly by Onex immediately prior to such transaction and is controlled by the same person or persons as controlled Onex prior to the consummation of such transaction, (b) a corporation shall be deemed to be a subsidiary of another corporation if, but only if (i) it is controlled by that other, or that other and one or more corporations each of which is controlled by that other, or two or more corporations each of which is controlled by that other, or (ii) it is a subsidiary of a corporation that is that other's subsidiary, (c) "affiliate" means a subsidiary of Onex or a corporation controlled by the same person or company that controls Onex, and (d) "control" means beneficial ownership of, or control or direction over, securities carrying more than 50% of the votes that may be cast to elect directors if those votes, if cast, could elect more than 50% of the directors. For these purposes, a person is deemed to beneficially own any security which is beneficially owned by a corporation controlled by such person. In addition, if at any time the number of outstanding MVS shall represent less than 5% of the aggregate number of the outstanding MVS and SVS, all of the outstanding MVS shall be automatically converted at such time into SVS on a one-for-one basis.

INFORMATION RELATING TO OUR DIRECTORS

Election of Directors

The nine individuals listed herein are being recommended for election as directors of the Corporation, as the current term of office for each director expires at the close of the Meeting. 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 proposed nominees are currently directors of the Corporation. The Articles provide for a minimum of three and a maximum of twenty directors. The Board of Directors has the authority to set the number of directors of the Corporation to be elected at the Meeting and has set that number at nine.

The Board has a retirement policy which provides that, unless the Board authorizes an exception, a director shall not stand for re-election after his or her 75th birthday. As previously disclosed, an exception to such policy was authorized for Mr. Etherington in each of the past three years in light of his leadership, expertise and valuable contributions to the Board. Through the Board's 2019 annual evaluation process, and on the recommendation of the Nominating and Corporate Governance Committee, Mr. Wilson was identified to succeed Mr. Etherington as Chair of the Board and Chair of the Nominating and Corporate Governance Committee upon Mr. Etherington's retirement. Mr. Etherington retired on January 29, 2020 and Mr. Wilson replaced him as Chair of the Board and Chair of the Nominating and Corporate Governance Committee as of such date. Mr. Wilson has served on the Board since 2011. See Statement of Corporate Governance Practices — Nomination and Election of Directors and Statement of Corporate Governance Practices — Retirement Policy and Term Limits in Schedule A to this Circular.

Unless authority to do so is withheld, shares represented by proxies in favour of the Proxy Nominees will be voted in favour of each of the proposed nominees listed below for election as directors. Management of the

6

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 Nominees may, in their discretion, nominate and vote for another nominee.

Majority Voting Policy

The Board has adopted a policy that requires, in an uncontested election of directors, that shareholders be able to vote in favour of, or to withhold from voting, separately for each director nominee. If, with respect to any particular nominee, other than the controlling shareholder or a representative of the controlling shareholder, the number of shares withheld from voting by shareholders other than the controlling shareholder and its associates exceeds the number of shares that are voted in favour of the nominee, by shareholders other than the controlling shareholder and its associates, then the Board shall determine, and in so doing shall give due weight to the rights of the controlling shareholder, whether to require the nominee to resign from the Board and, if so required, any such nominee shall immediately tender his or her resignation. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered. The Board shall determine whether to accept the resignation, which, if accepted, shall be effective immediately upon such acceptance. The Board shall accept such resignation absent exceptional circumstances. Such a determination by the Board shall be made, and promptly announced by press release (a copy of which will be provided to the Toronto Stock Exchange ("TSX")), within 90 days after the applicable shareholders' meeting. If the Board determines not to accept a resignation, the press release will fully state the reasons for such decision. Subject to any corporate law restrictions, the Board may leave any resultant vacancy unfilled until the next annual shareholders' meeting or it may fill the vacancy through the appointment of a new director whom the Board considers would merit the confidence of the shareholders, or it may call a special meeting of shareholders at which there shall be presented a nominee or nominees to fill the vacant position or positions. See Statement of Corporate Governance Practices — Nomination and Election of Directors — Election of Directors in Schedule A to this Circular.

7

Nominees for Election as Director

The following tables set out certain information with respect to the nominees, including their places of residence; their ages; the year from which each has continuously served as a director of the Corporation, if applicable; all positions and offices held by them with the Corporation or any of its significant affiliates; their present principal occupations, businesses and employments; and other public corporations of which they are or were (during the prior five years) directors. There are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any one of the nominees has been nominated.

For a description of the deferred share units ("DSUs") and restricted share units ("RSUs") issued to the Corporation's directors, see Information Relating to Our Directors — Directors' Ownership of Securities and Information Relating to Our Directors — Director Compensation. In the case of options, RSUs and performance share units ("PSUs") issued to Mr. Mionis, see Compensation Discussion and Analysis and Compensation of Named Executive Officers — Option-Based and Share-Based Awards. As an executive officer of the Corporation, Mr. Mionis has not received any DSUs.




PHOTO
Robert A. Cascella
Boca Raton, Florida
United States

Director Since: 2019
Age: 65
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Healthcare Technology
•   Strategy & M&A

2019 Annual Meeting
Votes in Favour: 99.57%
Votes Withheld: 0.43%

Mr. Cascella is currently an Executive Vice President and Executive Committee member of Royal Philips, a public Dutch multinational healthcare company. He is also the Chief Executive Officer ("CEO") of the Philips Precision Diagnosis business, including businesses serving Radiology, Cardiology and Oncology, as well as Enterprise Diagnostic Informatics. He served as the President and CEO of Hologic, Inc., a public medical device and diagnostics company, from 2003 to 2013. He has also held senior leadership positions at CFG Capital, NeoVision Corporation and Fischer Imaging Corporation. Mr. Cascella served on Hologic, Inc.'s board of directors from 2008 to 2013. He also previously served on the board of Tegra Medical and acted as chair of the boards of Dysis Medical and Miranda Medical. He holds a Bachelor's degree in Accounting from Fairfield University.

Mr. Cascella sits on the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(1)(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 7 of 8 Board 87%
Audit 5 of 5 Committee 92%
Human Resources and Compensation 4 of 5    
Nominating and Corporate Governance 3 of 3    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public company directorships      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: N/A
Actual Value:   $132,990    



8


PHOTO
Deepak Chopra
Toronto, Ontario
Canada

Director Since: 2018
Age: 56
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Logistics & e-Commerce Supply-Chain
•   Global Strategic Development

2019 Annual Meeting
Votes in Favour: 99.23%
Votes Withheld: 0.77%

Mr. Chopra most recently served as President and Chief Executive Officer of Canada Post Corporation from February 2011 to March 2018. He has more than 30 years of global experience in the financial services, technology, logistics and supply-chain industries. Mr. Chopra worked for Pitney Bowes Inc., a NYSE-traded technology company known for postage meters, mail automation and location intelligence services, for more than 20 years. He served as President of Pitney Bowes Canada and Latin America from 2006 to 2010. He held a number of increasingly senior executive roles internationally, including President of its new Asia Pacific and Middle East region from 2001 to 2006 and Chief Financial Officer for the Europe, Africa and Middle East (EAME) region from 1998 to 2001. He has previously served on the boards of Canada Post Corporation, Purolator Inc., SCI Group, the Canada Post Community Foundation, the Toronto Region Board of Trade and the Conference Board of Canada. He currently sits on the board of The North West Company Inc., a TSX-traded retailer. Mr. Chopra is a Fellow of the Institute of Chartered Professional Accountants of Canada and has a Bachelor's degree in Commerce (Honours) and a Master's Degree in Business Management (PGDBM).

Mr. Chopra sits on the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
The North West Company Inc.      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: N/A
Actual Value:   $233,437    



9


PHOTO
Daniel P. DiMaggio
Duluth, Georgia
United States

Director Since: 2010
Age: 69
Status: Independent

Areas of Expertise:
•   Executive Leadership
•   Global Operations and Supply Chain
•   Financial Literacy

2019 Annual Meeting
Votes in Favour: 99.23%
Votes Withheld: 0.77%

Mr. DiMaggio is a corporate director. Prior to retiring in 2006, he spent 35 years with United Parcel Services ("UPS") (a public company), most recently as CEO of the UPS Worldwide Logistics Group. Prior to leading UPS' Worldwide Logistics Group, Mr. DiMaggio held a number of positions at UPS with increasing responsibility, including leadership roles for the UPS International Marketing Group, as well as the Industrial Engineering function. In addition to his senior leadership roles at UPS, Mr. DiMaggio was a member of the board of directors of Greatwide Logistics Services, Inc. and CEVA Logistics (a public company). He holds a Bachelor of Science degree from the Lowell Technological Institute (now the University of Massachusetts Lowell).

Mr. DiMaggio sits on the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public company directorships      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,745,408    

 


PHOTO
Laurette T. Koellner
Merritt Island, Florida
United States

Director Since: 2009
Age: 65
Status: Independent

Areas of Expertise:
•   Public Company Board Expertise
•   Audit and Finance
•   Human Resources

2019 Annual Meeting
Votes in Favour: 98.40%
Votes Withheld: 1.60%

Ms. Koellner is a corporate director. She most recently served as Executive Chairman of International Lease Finance Corporation, an aircraft leasing subsidiary of American International Group, Inc. ("AIG") 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 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 previously served on the board of directors and was the Chair of the Audit Committee of Hillshire Brands Company (a public company, formerly Sara Lee Corporation and now merged with Tyson Foods, Inc.) and on the board of directors of AIG (a public company). She holds a Bachelor of Science degree 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 sits on the Audit (Chair), Human Resources and Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Papa John's International, Inc. •   Nucor Corporation
•   The Goodyear Tire & Rubber Company    
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,902,770    

10


PHOTO
Robert A. Mionis
Hampton, New Hampshire
United States

Director Since: 2015
Age: 56
Status: Not Independent

Areas of Expertise:
•   Business Transformation and Strategy
•   Operations
•   Technology and Engineering
•   Risk Management

2019 Annual Meeting
Votes in Favour: 99.45%
Votes Withheld: 0.55%

Mr. Mionis is President and CEO of the Corporation. From July 2013 until August 2015, he was an Operating Partner at Pamplona Capital Management ("Pamplona"), 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 (each a public company) and AlliedSignal. Mr. Mionis has been serving on the board of directors of Shawcor Ltd., a TSX-listed energy services company, since 2018. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts.

Mr. Mionis does not sit on any committees of the Board of Directors of the Corporation.

BOARD ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 100%  
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Shawcor Ltd.      

SHARE AND SHARE UNIT
OWNERSHIP AND VALUE
AS OF DECEMBER 31, 2019(4)
EXECUTIVE SHARE OWNERSHIP
GUIDELINES(4)
  Number of
Shares/Units
(#)



Actual
Value
($)
Target
Value
($)
Target
Met
Share and
Share Unit
Ownership
(Multiple of
Salary)
SVS 410,389 $3,393,917      
RSUs 540,891 $4,473,169      
PSUs 80,527 $665,956      
Total Value $8,533,042 $4,750,000 Yes 9X

 


PHOTO
Carol S. Perry
Toronto, Ontario
Canada

Director Since: 2013
Age: 69
Status: Independent

Areas of Expertise:
•   Capital Markets
•   Finance and Treasury
•   Corporate Governance and Securities Regulation

2019 Annual Meeting
Votes in Favour: 99.42%
Votes Withheld: 0.58%

Ms. Perry is a corporate director. She is Chair of the Independent Review Committee of the mutual funds managed by 1832 Asset Management L.P., a mutual fund manager and wholly-owned affiliate of The Bank of Nova Scotia. She also serves as Chair of the Independent Review Committees of investment funds managed by Jarislowsky Fraser Limited and MD Financial Management Inc., which are subsidiaries of The Bank of Nova Scotia. Previously, she was a Commissioner of the Ontario Securities Commission, and has served on adjudicative panels and acted as a director and Chair of its Governance and Nominating Committee. With over 20 years of experience in the investment industry as an investment banker, Ms. Perry held senior positions with leading financial services companies including RBC Capital Markets, Richardson Greenshields of Canada Limited and CIBC World Markets and later founded MaxxCap Corporate Finance Inc., a financial advisory firm. She is a former director of Softchoice Corporation, Atomic Energy of Canada Limited and DALSA Corporation. Ms. Perry has a Bachelor of Engineering Science (Electrical) degree from the University of Western Ontario and a Master of Business Administration degree from the University of Toronto. She also holds the professional designation ICD.D from the Institute of Corporate Directors.

Ms. Perry sits on the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public company directorships      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,278,137    

11


PHOTO
Tawfiq Popatia
Toronto, Ontario
Canada

Director Since: 2017
Age: 45
Status: Not Independent

Areas of Expertise:
•   Finance and Capital Markets
•   Aerospace and Transportation
•   Business Development

2019 Annual Meeting
Votes in Favour: 99.40%
Votes Withheld: 0.60%

Mr. Popatia has been a Managing Director of Onex since 2014 and leads its efforts in automation, aerospace and other transportation-focused industries, having joined the firm in 2007. Prior to joining Onex, Mr. Popatia worked at the private equity firm of Hellman & Friedman LLC and in the Investment Banking Division of Morgan Stanley & Co. Mr. Popatia currently serves on the boards of Advanced Integration Technology, an aerospace automation company, and BBAM, a provider of commercial jet aircraft leasing, financing and management. He previously served on the board of Spirit Aerosystems (a public company) and is a former Employer Trustee of the International Association of Machinists National Pension Fund. Mr. Popatia holds a Bachelor of Science degree in Microbiology and a Bachelor of Commerce degree in Finance from the University of British Columbia.

Mr. Popatia does not sit on any committees of the Board of Directors of the Corporation.

BOARD ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 8 of 9 88%  
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public company directorships      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)(5)
Target Value:   N/A   Target Met: N/A
Actual Value:   N/A
   

PHOTO
Eamon J. Ryan
Toronto, Ontario
Canada

Director Since: 2008
Age: 74
Status: Independent

Areas of Expertise:
•   Executive Compensation
•   Marketing and Sales
•   Business Development

2019 Annual Meeting
Votes in Favour: 99.12%
Votes Withheld: 0.88%

Mr. Ryan is a corporate director. He is the former Vice President and General Manager, Europe, Middle East and Africa for Lexmark International Inc. (a public company). Prior to that, he was the Vice President and General Manager, Printing Services and Solutions Manager, Europe, Middle East and Africa. Mr. Ryan joined Lexmark International Inc. in 1991 as the President of Lexmark Canada. Prior to that, he spent 22 years at IBM Canada, where he held a number of sales and marketing roles in its Office Products and Large Systems divisions. Mr. Ryan's last role at IBM Canada was Director of Operations for its Public Sector, a role he held from 1986 to 1990. He holds a Bachelor of Arts degree from the University of Western Ontario.

Mr. Ryan sits on the Audit, Human Resources and Compensation (Chair), and Nominating and Corporate Governance Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
No other public company directorships      
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $2,308,793    

12


PHOTO
Michael M. Wilson
Bragg Creek, Alberta
Canada

Director Since: 2011
Age: 68
Status: Independent

Areas of Expertise:
•   Public Company Board Expertise
•   Business Development
•   Corporate Governance
2019 Annual Meeting
Votes in Favour: 99.23%
Votes Withheld: 0.77%

Mr. Wilson is a corporate director and has served on the Board since 2011. Mr. Wilson was appointed Chair of the Board effective January 29, 2020. Until his retirement in December 2013, he was the President and CEO, and a director, of Agrium Inc. (a public agricultural crop inputs company that has subsequently merged with Potash Corporation of Saskatchewan Inc. to form Nutrien Ltd.). He has over 30 years of international and executive management experience. Prior to joining Agrium Inc., Mr. Wilson served as President of Methanex Corporation (a public company) and held various senior positions in North America and Asia during his 18 years with The Dow Chemical Company (a public company). Mr. Wilson previously served on the board of directors of Finning International Inc. (a public company) and was also the past Chair of the Calgary Prostate Cancer Centre. He holds a degree in Chemical Engineering from the University of Waterloo.

Mr. Wilson sits on the Audit, Human Resources and Compensation, and Nominating and Corporate Governance (Chair) Committees.

BOARD AND COMMITTEE ATTENDANCE(2)
  ATTENDANCE TOTAL ATTENDANCE
Board 9 of 9 Board 100%
Audit 6 of 6 Committee 100%
Human Resources and Compensation 6 of 6    
Nominating and Corporate Governance 4 of 4    
       
OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS
•   Air Canada •   Suncor Energy Inc. (Chair)  
       
SHARE AND DSU/RSU OWNERSHIP VALUE AS OF DECEMBER 31, 2019(3)
Target Value:   $352,500 Target Met: Yes
Actual Value:   $1,837,396    



(1)
Mr. Cascella was appointed to the Board effective February 1, 2019.
(2)
See Table 7: Directors' Attendance at Board and Committee Meetings for disclosure for all directors of board and standing committee meeting attendance.
(3)
See — Directors' Ownership of Securities — 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). The "Actual Value" of the shares and DSU/RSUs held as of December 31, 2019 is determined with respect to all SVS beneficially owned, all unvested RSUs and all DSUs, the value of which was, in each case, determined using a share price of $8.27, the closing price of SVS on the NYSE on December 31, 2019.
(4)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines and not the Director Share Ownership Guidelines. See Executive Share Ownership. The "Actual Value" of the shares and share units held by Mr. Mionis as of December 31, 2019 includes all SVS beneficially owned by Mr. Mionis, all of his unvested RSUs and his PSUs that vested on January 31, 2020. The value of such RSUs and PSUs was determined using a share price of $8.27, the closing price of SVS on the NYSE on December 31, 2019.
(5)
Mr. Popatia, as an officer of Onex, is not subject to the Director Share Ownership Guidelines.

Interlocking Directorships

None of the current directors of the Corporation serve together as directors of other corporations.

13

Director Compensation

Director compensation is set by the Board on the recommendation of the Human Resources and Compensation Committee (the "HRCC") and in accordance with director compensation guidelines and principles established by the Nominating and Corporate Governance Committee. 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 2019 is set forth in Table 2 below.

Table 2: Directors' Fees(1)

 Element   Director Fee Structure
for 2019(2)
 
 Annual Board Retainer(3)   $360,000 — Board Chair
$235,000 — Directors
 
 Travel Fees(4)   $2,500  
 Annual Retainer for the Audit Committee Chair   $20,000  
 Annual Retainer for the HRCC Chair   $15,000  
 Annual Retainer for the Nominating and Corporate Governance Committee Chair(5)    
(1)
Does not include Mr. Mionis, President and CEO of the Corporation, whose compensation is set out in Table 18 of this Circular. Does not include fees payable to Onex for the service of Mr. Popatia as a director, which is described in footnote 10 to Table 3 of this Circular.
(2)
Directors may also receive further retainers and meeting fees for participation on ad hoc committees. During 2019, Mr. Wilson received a cash payment of $30,000 for chairing an ad hoc committee and Mses. Koellner and Perry and Mr. Ryan each received a cash payment of $20,000 for participation on such committee. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2019).
(3)
Paid on a quarterly basis.
(4)
Payable only to directors who travel outside of their home state or province to attend a Board or Committee meeting.
(5)
The Chair of the Board also served as the Chair of the Nominating and Corporate Governance Committee in 2019, for which no additional fee was paid.

DSU/RSU Election

Effective January 1, 2019, each director must elect to receive 0%, 25% or 50% of their annual board fees, committee chair retainer fees and travel fees (collectively, "Annual Fees") in cash, with the balance in DSUs, until such director has satisfied the requirements of the Director Share Ownership Guidelines described (and defined) under Director Share Ownership Guidelines below. Once a director has satisfied such requirements, the director may then elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance either in DSUs or RSUs. If a director does not make an election, 100% of such director's Annual Fees will be paid in DSUs.

  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
(ii) 50% Cash +
50% DSUs
  (i) 100% DSUs
or
(ii) 100% RSUs
  (i) 25% Cash +
75% DSUs
or
(ii) 50% Cash +
50% DSUs
  (i) 25% Cash +
75% RSUs
or
(ii) 50% Cash +
50% RSUs
 
14

Subject to the terms of the Directors' Share Compensation Plan, each DSU represents the right to receive one SVS or an equivalent value in cash (at the Corporation's discretion) when the director (a) ceases to be a director of the Corporation and (b) is not an employee of the Corporation or a director or employee of any corporation that does not deal at arm's-length with the Corporation (collectively, "Retires"). RSUs granted to directors are governed by the terms of the Corporation's Long-Term Incentive Plan ("LTIP"). Each quarterly grant of RSUs will vest in instalments of one-third per year on the first, second and third anniversary dates of the grant. Each vested RSU entitles the holder thereof to one SVS; however, if permitted by the Corporation under the terms of the grant, a director may elect to receive a payment of cash in lieu of SVS. Unvested RSUs will vest immediately on the date that the director Retires. The date used in valuing DSUs and RSUs that vest on retirement for settlement purposes is the date that is 45 days following the date on which the director Retires, or as soon as practicable thereafter. Such DSUs and RSUs, as applicable, are redeemed and payable on or prior to the 90th day following the date on which the director Retires.

Grants of DSUs and RSUs are credited quarterly in arrears. The number of DSUs and RSUs, as applicable, granted is calculated by multiplying the amount of such director's Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of DSUs or RSUs, as applicable, and dividing the product by the closing price of the SVS on the NYSE on the last business day of the quarter.

Directors' Fees Earned in 2019

All compensation paid in 2019 by the Corporation to its directors is set out in Table 3, except for the compensation of Mr. Mionis, President and CEO of the Corporation, which is set out in Table 18 of this Circular. In 2019, the Board (excluding Mr. Popatia — see footnote 10 to Table 3) earned total Annual Fees in the amount of $2,170,000, including total grants of $1,396,250 in DSUs and $125,000 in RSUs.

Table 3: Director Fees Earned in Respect of 2019

    Annual Fees Earned   Allocation of Annual Fees(1)(2)
 
  Name   Annual
Board
Retainer
  Annual
Committee
Chair
Retainer
  Ad Hoc
Committee
Fees
  Travel
Fees
  Total Fees   DSUs(3)

  RSUs(4)

  Cash(5)

 
 Robert A. Cascella(6)   $235,000           $10,000   $245,000 $122,500

$122,500
 Deepak Chopra   $235,000             $235,000 $117,500

$117,500
 Daniel P. DiMaggio   $235,000           $10,000   $245,000 $183,750

$61,250
 William A. Etherington(7)   $360,000             $360,000 $360,000



 Laurette T. Koellner(8)   $235,000       $20,000 (9)   $20,000   $10,000   $285,000 $132,500

$152,500
 Carol S. Perry(8)   $235,000         $20,000     $255,000 $235,000

$20,000
 Tawfiq Popatia(10)          





 Eamon J. Ryan(8)   $235,000       $15,000 (11)   $20,000     $270,000

$125,000(12) $145,000
 Michael M. Wilson(8)   $235,000         $30,000   $10,000   $275,000 $245,000

$30,000
(1)
Directors who had not satisfied the requirements of the Director Share Ownership Guidelines described below were required to elect to receive 0%, 25% or 50% of their 2019 Annual Fees (set forth in the "Total Fees" column above) in cash, with the balance in DSUs. Directors who have satisfied the requirements of the Director Share Ownership Guidelines described below were required to elect to receive 0%, 25% or 50% of their Annual Fees in cash, with the balance either in DSUs or RSUs. The Annual Fees received by directors in DSUs and RSUs for 2019 were credited quarterly, and the number of DSUs and RSUs, as applicable, granted in respect of the amounts credited quarterly was determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $8.45 on March 29, 2019, $6.83 on June 28, 2019, $7.17 on September 30, 2019 and $8.27 on December 31, 2019.
15

(2)
For 2019, the directors elected to receive their Annual Fees as follows:

 Director
   
  Cash
   
  DSUs
   
  RSUs
   
 Robert A. Cascella         50%         50%            
 Deepak Chopra         50%         50%            
 Daniel P. DiMaggio         25%         75%            
 William A. Etherington                 100%            
 Laurette T. Koellner         50%         50%            
 Carol S. Perry                 100%            
 Eamon J. Ryan         50%                 50%    
 Michael M. Wilson                 100%            
(3)
Amounts in this column represent the grant date fair value of DSUs issued in respect of 2019 Annual Fees. The grant date fair value of the grants is the same as their accounting value.
(4)
Amounts in this column represent the grant date fair value of RSUs issued in respect of 2019 Annual Fees. The grant date fair value of the grants is the same as their accounting value.
(5)
Amounts in this column represent the portion of 2019 Annual Fees paid in cash.
(6)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019.
(7)
During 2019, Mr. Etherington was the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee. Mr. Etherington received an annual Board Chair retainer fee in the amount of $360,000. He did not receive a committee chair annual retainer in his capacity as Chair of the Nominating and Corporate Governance Committee. Mr. Etherington retired from the Board of Directors effective January 29, 2020.
(8)
During 2019, Mses. Koellner and Perry and Messrs. Ryan and Wilson (Chair) served on an ad hoc committee of the Board. Fees with respect to service on such committee were paid in cash.
(9)
Represents the annual retainer for the Chair of the Audit Committee.
(10)
Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2019; however, Onex received compensation for providing the services of Mr. Popatia as a director in 2019 pursuant to a Services Agreement between the Corporation and Onex, entered into on January 1, 2009 (as amended January 1, 2017, the "Services Agreement"). The Services Agreement automatically renews for successive one-year terms unless the Corporation or Onex provide notice of intent not to renew. The Services Agreement terminates automatically and the rights of Onex to receive compensation (other than accrued and unpaid compensation) will terminate (a) 30 days after the first day on which Onex ceases to hold at least one MVS of Celestica or any successor company or (b) the date Mr. Popatia ceases to be a director of Celestica, for any reason. Onex receives compensation under the Services Agreement in an amount equal to $235,000 per year (consistent with current annual Board retainer fees), payable in DSUs in equal quarterly installments in arrears. The number of DSUs is determined using the closing price of the SVS on the NYSE on the last day of the fiscal quarter in respect of which the instalment is to be credited.
(11)
Represents the annual retainer for the Chair of the HRCC.
(12)
Mr. Ryan was entitled to, and elected to, receive 50% of his 2019 Annual Fees in RSUs. Each quarterly RSU grant will vest ratably over three years, commencing on the first anniversary of the date of grant. Accordingly, on March 31, 2020, one-third of the RSUs granted to Mr. Ryan in respect of the first quarter of 2019 will vest and will be paid or settled either in cash or in SVS (on a one-for-one basis) at his election.
16

Directors' Ownership of Securities

Outstanding Share-Based Awards

Information concerning all outstanding share-based awards as of December 31, 2019 made by the Corporation to each director proposed for election at the Meeting (other than Mr. Mionis, whose information is set out in Table 19 of this Circular), including awards granted prior to 2019, is set out in Table 4. Such awards consist of DSUs and, commencing in 2019, RSUs. DSUs that were granted prior to January 1, 2007 may be settled in the form of SVS issued from treasury, SVS purchased in the open market, or an equivalent value in cash (at the discretion of the Corporation). DSUs granted after January 1, 2007 may only be settled in SVS purchased in the open market or an equivalent value in cash (at the discretion of the Corporation). RSUs granted to directors are governed by the terms of the LTIP. Each vested RSU entitles the holder thereof to one SVS; however, if permitted by the Corporation under the terms of the grant, a director may elect to receive a payment of cash in lieu of SVS. In 2005, the Corporation amended the LTIP to prohibit grants to directors of options to acquire SVS. There are no options granted to directors (or former directors) prior to the foregoing amendment that remain outstanding.

Table 4: Outstanding Share-Based Awards

    Number of
Outstanding Securities(1)
  Market Value of
Outstanding Securities(2)
($)
 
 
  Name   DSUs
(#)
  RSUs
(#)
  DSUs
($)
  RSUs
($)
 
 Robert A. Cascella(3)   16,081     $132,990    
 Deepak Chopra   28,227     $233,437    
 Daniel P. DiMaggio   211,053     $1,745,408    
 Laurette T. Koellner   230,081     $1,902,770    
 Carol S. Perry   154,551     $1,278,137    
 Tawfiq Popatia(4)          
 Eamon J. Ryan   262,768   16,409   $2,173,091   $135,702  
 Michael M. Wilson   222,176     $1,837,396    
(1)
Represents all outstanding DSUs and unvested RSUs, including the regular quarterly grant of DSUs and RSUs issued on January 1, 2020 in respect of the fourth quarter of 2019.
(2)
The market value of DSUs and unvested RSUs was determined using a share price of $8.27, which was the closing price of the SVS on the NYSE on December 31, 2019.
(3)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019.
(4)
Mr. Popatia had no share-based awards from the Corporation outstanding as of December 31, 2019; however 249,988 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 30,849 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2019. For further information see footnote 10 to Table 3.
17

Changes in Directors' Equity Interest

The following table sets out, for each director proposed for election at the Meeting (other than Mr. Mionis, whose information is set out in Table 19 of this Circular), such director's direct or indirect beneficial ownership of, or control or direction over, shares and share-based awards in the Corporation as of February 19, 2020, and any changes therein since February 13, 2019 (the date of disclosure in the Corporation's management information circular for its 2019 Annual Meeting of Shareholders).


Table 5: Changes in Directors' Equity Interest(1)

            Share-Based Awards      
 
 Name
 
Date
 
SVS
(#)

 
DSUs
(#)

 
RSUs(2)
(#)

 
Total
(#)

 
 Robert A. Cascella(3)   Feb. 13, 2019          
    Feb. 19, 2020     16,081     16,081  
    Change     16,081     16,081  
 Deepak Chopra   Feb. 13, 2019     12,804     12,804  
    Feb. 19, 2020     28,227     28,227  
    Change     15,423     15,423  
 Daniel P. DiMaggio   Feb. 13, 2019     186,932     186,932  
    Feb. 19, 2020     211,053     211,053  
    Change     24,121     24,121  
 Laurette T. Koellner   Feb. 13, 2019     212,688     212,688  
    Feb. 19, 2020     230,081     230,081  
    Change     17,393     17,393  
 Carol S. Perry   Feb. 13, 2019     123,702     123,702  
    Feb. 19, 2020     154,551     154,551  
    Change     30,849     30,849  
 Tawfiq Popatia(4)   Feb. 13, 2019          
    Feb. 19, 2020          
    Change          
 Eamon J. Ryan   Feb. 13, 2019     262,768     262,768  
    Feb. 19, 2020     262,768   16,409   279,177  
    Change       16,409   16,409  
 Michael M. Wilson   Feb. 13, 2019     190,013     190,013  
    Feb. 19, 2020   20,000   222,176     242,176  
    Change   20,000   32,163     52,163  
(1)
Information as to SVS beneficially owned, controlled or directed, directly or indirectly, is not within the Corporation's knowledge and therefore has been provided by each individual set forth in the table.
(2)
Effective January 1, 2019, directors may elect to receive a portion of their Annual Fees in RSUs once they have met the requirements of the Director Share Ownership Guidelines described herein.
(3)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019.
(4)
As of February 19, 2020, Mr. Popatia owned 8,894 subordinate voting shares of Onex. No director of the Corporation owned shares of Onex during 2019 other than Mr. Popatia and Mr. Etherington (as of the date of his retirement on January 29, 2020, Mr. Etherington owned 10,000 subordinate voting shares of Onex). No director nominee owns shares of Onex other than Mr. Popatia. 30,849 DSUs were issued to Onex in 2019 for the services of Mr. Popatia as a director of the Corporation. 249,988 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception. Onex's beneficial ownership of securities of the Corporation (which does not include DSUs) is set forth in footnote 1 to Table 1.
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Director Share Ownership Guidelines

The Corporation has minimum shareholding requirements (the "Director Share Ownership Guidelines") for directors who are not employees or officers of the Corporation or Onex (see Executive Share Ownership for share ownership guidelines applicable to Mr. Mionis in his role as President and CEO of the Corporation). The Director Share Ownership Guidelines require that a director hold SVS, DSUs and/or unvested RSUs with an aggregate value equal to 150% of the annual retainer and that the Chair of the Board hold SVS, DSUs and/or unvested RSUs with an aggregate value equal to 187.5% of the annual retainer of the Chair of the Board. These Director Share Ownership Guidelines came into effect on January 1, 2016 in order to reflect the change from a retainer plus meeting fee structure to a fixed compensation arrangement for directors. Prior to the change, directors who served on the Board for five years were required to hold five times the previous base retainer. The Director Share Ownership Guidelines were thus modified to reflect the consolidation of the meeting fees into the single fixed annual retainer amount. The current shareholding requirement of 150% (187.5% for the Chair) of the annual retainer results in directors being required to hold shares or share-based awards in an amount substantially similar to five times the previous meeting fee amounts. We believe the Director Share Ownership Guidelines continue to require our directors to hold a meaningful level of shares or share-based awards in accordance with good governance practices.

Directors have five years from January 1, 2016 or from the time of their appointment to the Board, as applicable, to comply with the Director Share Ownership Guidelines. Although directors subject to the Director Share Ownership Guidelines will not be deemed to have breached such Guidelines by reason of a decrease in the market value of the Corporation's securities, such directors are required to purchase further securities within a reasonable period of time after such occurrence to comply with the Director Share Ownership Guidelines. Each director's holdings of securities are reviewed annually as of December 31. The following table sets out, for each applicable director proposed for election at the Meeting, whether such director was in compliance with the Director Share Ownership Guidelines as of December 31, 2019.


Table 6: Shareholding Requirements

    Shareholding Requirements  
 
 Director(1)
 
Target Value as of
December 31, 2019

 
Value as of
December 31, 2019(2)

 
Met Target as of
December 31, 2019

 
 Robert A. Cascella(3)   $352,500   $132,990   Not yet applicable  
 Deepak Chopra(4)   $352,500   $233,437   Not yet applicable  
 Daniel P. DiMaggio   $352,500   $1,745,408   Yes  
 Laurette T. Koellner   $352,500   $1,902,770   Yes  
 Carol S. Perry   $352,500   $1,278,137   Yes  
 Eamon J. Ryan   $352,500   $2,308,793   Yes  
 Michael M. Wilson   $352,500   $1,837,396   Yes  
(1)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines. As an officer of Onex, Mr. Popatia is not subject to the Director Share Ownership Guidelines.
(2)
The value of the aggregate number of SVS, DSUs and/or unvested RSUs held by each director is determined using a share price of $8.27, which was the closing price of the SVS on the NYSE on December 31, 2019.
(3)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019 and he is required to comply with the Director Share Ownership Guidelines within five years of his appointment.
(4)
Mr. Chopra was elected to the Board of Directors effective April 27, 2018 and he is required to comply with the Director Share Ownership Guidelines within five years of his election.
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Attendance of Directors at Board and Committee Meetings

The following table sets forth the attendance of directors at Board meetings and at meetings of those standing committees of which they are members, from January 1, 2019 to February 19, 2020. All then-members of the Board attended the Corporation's last annual meeting of shareholders.


Table 7: Directors' Attendance at Board and Committee Meetings

            Human
Resources and
  Nominating and
Corporate
  Meetings Attended %  
 
 Director
 
Board
 
Audit
 
Compensation
 
Governance
 
Board
 
Committee
 
 Robert A. Cascella(1)   7 of 8   5 of 5   4 of 5   3 of 3   87%   92%  
 Deepak Chopra   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
 Daniel P. DiMaggio   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
 William A. Etherington(2)   8 of 9   6 of 6   6 of 6   4 of 4   88%   100%  
 Laurette T. Koellner   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
 Robert A. Mionis   9 of 9         100%    
 Carol S. Perry   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
 Tawfiq Popatia   8 of 9         88%    
 Eamon J. Ryan   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
 Michael M. Wilson   9 of 9   6 of 6   6 of 6   4 of 4   100%   100%  
(1)
Mr. Cascella was appointed to the Board of Directors effective February 1, 2019.
(2)
Mr. Etherington retired from the Board of Directors effective January 29, 2020.
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Environmental, Social and Governance Matters

Environmental, social and governance ("ESG") matters are important to Celestica and we believe that responsiveness to ESG issues is an inherent component of sound corporate citizenship. As a result, we are committed to: operating our business with integrity; focusing on ESG issues that impact our customers, the industries we serve, our employees and our shareholders; contributing to the local communities in which we operate; developing our employees and workforce; and being considerate environmental and fiscal stewards. Our commitment to social responsibility extends to the environment, anti-corruption and trade compliance, responsible sourcing, human rights, labor practices and worker health and safety. As part of our enterprise-wide approach to risk management, the Board and management monitor long-term risks that may be impacted by ESG events. Throughout this Circular, we outline our governance practices, which include board renewal and diversity, shareholder engagement and compensation matters, which are also set forth in our Statement of Corporate Governance Practices attached hereto as Schedule A. Detailed information regarding many of our ESG efforts is available in our Sustainability Report, which can be found, along with our Corporate Values, on our website: www.celestica.com (information on our website is not incorporated by reference into this Circular). Highlights of our approach and commitment to ESG matters are described below.

Environmental Sustainability

We are committed to driving sustainability initiatives through collaboration with our employees, customers, suppliers and local communities. Our Sustainability Report, which is published annually, outlines our sustainability strategy, the progress we have made as a socially responsible organization, and the key activities and milestones we are working to achieve for each of our focus areas, including employee sustainability, environmental sustainability, material stewardship, sustainable solutions and sustainable communities.

At Celestica, we strive to minimize the impact of our operations on the environment by working to make our infrastructure sustainable and by reducing our greenhouse gas ("GHG") emissions.

Since 2009, Celestica has published annual reports documenting our corporate social responsibility programs and environmental sustainability initiatives. We are committed to reporting our GHG emissions annually and have included third-party assurance of our GHG emissions in our annual report since 2013. Since 2010, we have responded to the CDP (formerly the Carbon Disclosure Project) climate change questionnaire which enables engagement on environmental issues worldwide.

We have adopted the United Nations Sustainable Development Goals as part of our sustainability strategy as well as a Conflict Minerals Policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. We fully support the objectives of the conflict minerals legislation, which aims to minimize violence and environmental damage in the Democratic Republic of Congo and adjoining countries, and expect our suppliers to provide all necessary declarations.

Shareholder Engagement

Celestica is committed to providing a variety of avenues for shareholder engagement. Each year, we facilitate various channels of communication through the Corporation's various public disclosures, including our annual report on Form 20-F, management information circular, financial statements, news releases and regular updates to our website at www.celestica.com. In addition, our President and Chief Executive Officer and Chief Financial Officer regularly engage in meaningful dialogue with shareholders through quarterly earnings calls.

The Corporation encourages shareholders to participate in our governance by facilitating votes on shareholder proposals submitted in compliance with applicable laws and holding annual say-on-pay votes for executive compensation. The results of such votes are given the appropriate consideration in developing the Corporation's governance policies and compensation philosophy. Our Investor Relations team can be contacted directly at clsir@celestica.com.

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Shareholders may also confidentially contact the Chair of the Board or the independent directors by writing to them individually or as a group at the Corporation's head office. On receipt of shareholders letters addressed to the Chair of the Board or independent directors, we will forward such letters unopened to the Chair of the Board or to the appropriate addressee(s). See Questions and Answers on Proxies and Voting — How Can I Contact the Independent Directors and the Chair above.

Employee Engagement

At Celestica, we know our success depends on our talented people and their commitment to excellence and we believe employee engagement is crucial for employee retention, performance and productivity, as well as strong business outcomes. In 2018, we launched the "Your Voice" Global Engagement Survey (the "Engagement Survey") for all employees in order to measure overall engagement and identify our strengths and areas for improvement. We collected important information from the Engagement Survey, which we used to develop employee engagement goals that were then incorporated into our multi-year transformational strategy. These goals were designed to ensure that our employees remain engaged, understand how their work contributes to our success, have the right tools to do their job and have confidence in our future. In 2019, the HRCC and management reviewed the results of the Engagement Survey and, based on the feedback received, senior leadership developed plans intended to create a sustainable competitive advantage for Celestica through superior employee performance, building on our talent strategy and improving leadership. We intend to conduct additional employee engagement surveys on an ongoing basis.

We believe that employee engagement and well-being is strengthened through healthy, supportive and safe workplaces. Celestica fosters a positive and engaged workforce that drives innovation and empowers people to make a difference, and we leverage our collective expertise to drive positive change in the communities in which we operate. Globally, we have established a framework whereby all sites are required to measure and report on their environmental, health and safety ("EH&S") performance regularly. Our EH&S team is responsible for building and executing robust internal and external audit programs, identifying risks and conducting proactive risk management, developing and communicating safety training materials, and harmonizing key process indicators globally.

To enable employees to share best practices and ideas on reducing waste, saving energy and making healthier lifestyle choices at work and at home, we launched a Sustainable Workspace program, which is available in all of our operating languages. The program is tailored to reflect the diverse cultures of our employees around the globe.

Ethical Labour Practices

We maintain our Business Conduct Governance ("BCG") Policy, which outlines the ethics and practices we consider necessary for a positive working environment, as well as the high legal and ethical standards to which our employees are held accountable. 100% of our employees have completed BCG Policy training and we conduct annual re-certifications. Our BCG Policy is available on our website: www.celestica.com (information on our website is not incorporated by reference into this Circular).

In addition, Celestica has well-established policies regarding fair labour practices and guidelines that create a respectful, safe and healthy work environment for our employees globally. We are a founding (and remain a) member of the Responsible Business Alliance ("RBA"), a non-profit coalition of electronics companies that, among other things, establishes standards for its members in responsible and ethical practices in the areas of labor, environmental compliance, employee health and safety, ethics and social responsibility. The RBA Code of Conduct outlines industry standards intended to ensure that working conditions in the supply chain are safe, workers are treated with respect and dignity, and manufacturing processes are environmentally responsible. We continually work to implement, manage and audit our compliance with the RBA Code of Conduct.

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We are committed to the development and fair treatment of our global workforce, including promotion of a diverse workforce, an inclusive work environment, equal employment opportunity hiring practices and policies, and anti-harassment, workforce safety and anti-reprisal policies.

Community Engagement

We strive to support the local communities in which we live and work. We encourage all full-time employees to take up to 16 hours of paid time off per year to volunteer through our Time Off to Volunteer program. This program gives employees the opportunity to become involved in their communities in a meaningful way and to help those in need.

United Way is a federated network of over 80 local United Way Centraide offices serving more than 5,000 communities across Canada, each registered as its own non-profit organization. The goal is to create opportunities for a better life for everyone in our communities. In 2019, Celestica's annual United Way fundraising campaign raised C$377,136, which brings Celestica's lifetime giving amount to C$11,605,987.

External Recognition

Our commitment to corporate social responsibility continues to earn us external recognition. Below is a selection of the awards and recognition received by Celestica over the past year:

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INFORMATION ABOUT OUR AUDITOR

Appointment of Auditor

It is proposed that KPMG LLP ("KPMG") be appointed as the auditor of the Corporation to hold office until the close of the next annual meeting of shareholders. KPMG is the current auditor of the Corporation and was first appointed as auditor of the Corporation on October 14, 1997.

It is intended that, on any ballot relating to the appointment of the auditor, the shares represented by proxies in favour of the Proxy Nominees will be voted in favour of the appointment of KPMG as auditor of the Corporation to hold office until the next annual meeting of shareholders, unless authority to do so is withheld.

Fees Paid to KPMG

The Audit Committee of the Board of Directors negotiates with the auditor of the Corporation on an arm's-length basis in determining the fees to be paid to the auditor. Such fees have been based upon the complexity of the matters dealt with and the time expended by the auditor in providing services to the Corporation. The following table sets out the fees paid to KPMG in 2018 and 2019.


Table 8: Fees Paid to KPMG

 
 
Year Ended December 31
(in millions)

 
 
 
 
2019
 
2018
 
 Audit Services   $3.0   $2.5