tm211529-1_ex99d1_DIV_01-tm211529-1_6k-EXPSEP - none - 1.2499864s
 
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, 2021
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:
Form 20-F ☒
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): ☐
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): ☐
 

 
Furnished Herewith (and incorporated by reference herein)
Exhibit No.
Description
99.1
99.2
99.3
99.4
99.5
99.6
99.7
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.
Date: March 15, 2021 CELESTICA INC.
By: /s/ Robert Ellis
Robert Ellis
Chief Legal Officer and
Corporate Secretary
 

 
EXHIBIT INDEX
Exhibit No.
Description
99.1 Notice of Meeting and Management Information Circular for the April 29, 2021 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 2020 Letter to Shareholders
 

tm211529-1_ex99d1 - none - 13.4063196s
TABLE OF CONTENTS
 
 Exhibit 99.1
[MISSING IMAGE: lg_celesticainc-bw.jpg]
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
CIRCULAR
FOR THE ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON
APRIL 29, 2021
 

TABLE OF CONTENTS
 
[MISSING IMAGE: lg_celesticainc-bw.jpg]
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 (the “Meeting”) to be held on Thursday, April 29, 2021 at 9:30 a.m. EDT in a virtual format due to the ongoing public health concerns related to coronavirus disease 2019 and related mutations (“COVID-19”). Shareholders will not be able to attend the Meeting in person. We believe that hosting a virtual Meeting will facilitate shareholder attendance and participation by enabling shareholders to participate remotely from any location around the world. We have designed the format of the virtual Meeting so that shareholders have opportunities to vote and participate, substantially similar to those they would have at a physical meeting. Shareholders will be able to submit questions before and during the Meeting using online tools, providing an opportunity for meaningful engagement with the Corporation.
Your participation at the Meeting is important. We encourage you to exercise your right to vote. For instructions on attending the Meeting virtually and voting your shares, please see Questions and Answers on Voting and Proxies in the accompanying Management Information Circular (“Circular”). The Meeting will begin at approximately 9:30 a.m., EDT, with login beginning at 9:00 a.m., EDT, via a live audio-only webcast on the internet.
The items of business to be considered and voted upon by shareholders at the Meeting are described in the Notice of Annual Meeting and the Circular.
You can find further information concerning the Corporation on our website at www.celestica.com. We encourage you to visit our website before attending the Meeting, as it provides useful information regarding the Corporation.
After the meeting, Robert A. Mionis, President and Chief Executive Officer, and Mandeep Chawla, Chief Financial Officer, will provide a brief overview of the Corporation's affairs and will be available to respond to questions.
Yours sincerely,
[MISSING IMAGE: sg_michaelwilson-bw.jpg]
[MISSING IMAGE: sg_robertmionis-bw.jpg]
Michael M. Wilson
Chair of the Boar
Robert A. Mionis
President and Chief Executive Officer
 

TABLE OF CONTENTS
 
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 online 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 online 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
 
TABLE OF CONTENTS
i
1
1
7
7
8
8
15
16
17
19
19
22
24
26
26
27
27
28
30
30
31
31
32
33
33
34
34
35
36
36
37
37
37
39
39
40
41
42
48
48
49
50
53
60
63
63
65
67
67
70
71
74
75
A-1
 

TABLE OF CONTENTS
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC.
The Annual Meeting of Shareholders (the “Meeting”) of CELESTICA INC. (the “Corporation,” “Celestica,” “we,” “us” or “our”) will be held virtually via audio-only webcast online at https://web.lumiagm.com/271769863, password: celestica2021 on Thursday the 29th day of April, 2021 at 9:30 a.m. EDT for the following purposes:

to receive and consider the financial statements of the Corporation for its financial year ended December 31, 2020, together with the report of the auditor thereon;

to elect the directors for the ensuing year;

to appoint the auditor for the ensuing year;

to authorize the directors to fix the auditor’s remuneration;

to approve an advisory resolution on the Corporation’s approach to executive compensation; and

to transact such other business as may properly be brought before the Meeting and any adjournment(s) or postponement(s) thereof.
Management knows of no other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, proxies given in favour of the Proxy Nominees (defined in the accompanying Management Information Circular) will be voted upon such matters in accordance with their best judgment.
Only shareholders of record at the close of business on March 12, 2021 will be entitled to notice of, and to vote at the Meeting. Such 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 attend the virtual Meeting.
All registered shareholders (shareholders whose shares are registered directly in such shareholder’s name with our registrar and transfer agent, Computershare Investor Services Inc.) or their duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/271769863 where they can participate, vote or submit questions during the virtual Meeting.
DATED at Toronto, Ontario this 11th day of March, 2021.
By Order of the Board of Directors
[MISSING IMAGE: sg_robertellis-bw.jpg]
Robert Ellis
Chief Legal Officer and Corporate Secretary
Note: If you are a new shareholder or a shareholder who did not elect to receive a copy of our 2020 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

TABLE OF CONTENTS
 
[MISSING IMAGE: lg_celesticainc-bw.jpg]
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 22, 2021 and all dollar amounts are expressed in United States (“U.S.”) 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 2020. During that period, based on the relevant 2020 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$1.3422.
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.
The Corporation’s Board of Directors and management recommend that you vote in favour of each of the proposed nominees for election as directors of the Corporation, in favour of the appointment of KPMG LLP as auditor of the Corporation, in favour of the authorization of the Board of Directors of the Corporation to fix the remuneration to be paid to the auditor, and in favour of the advisory resolution on the Corporation’s approach to executive compensation.
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 24, 2021.
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 12, 2021 or such holder’s duly appointed proxyholders or representatives are entitled to vote.
As at February 22, 2021, 110,450,723 SVS (which carry one vote per share and collectively represent approximately 19.2% of the voting power of the Corporation’s securities) and 18,600,193 MVS (which carry 25 votes per share and collectively represent approximately 80.8% of the voting power of the Corporation’s securities) were issued and outstanding.
 
1

TABLE OF CONTENTS
 
Q.
WHY ARE WE HAVING A VIRTUAL ONLY MEETING?
A.
This year in light of the public health impact of the COVID-19 pandemic and our commitment to support the health, safety and wellness of our communities, shareholders, and other stakeholders, we will hold the Meeting in a virtual-only format, which will be conducted over the internet via live audio-only webcast. We intend to hold the virtual Meeting in a manner that affords you opportunities to participate, substantially similar to those you would have at an in-person meeting.
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 online at the virtual Meeting (personally or through an Appointee (as defined below)); by mailing in the attached form of proxy; or by voting by telephone or internet.
Registered shareholders will receive a 15-digit control number via the attached form of proxy from Computershare, to enable them to vote by telephone or internet. Registered shareholders will also be assigned a Username by the Corporation’s registrar and transfer agent, Computershare Investor Services Inc. (“Computershare”), which they will receive via e-mail. If a registered shareholder has duly appointed an Appointee to represent such shareholder at the Meeting, such Appointee must be registered in order for such Appointee to receive a Username from Computershare to participate in the Meeting. See below under — Questions and Answers on Voting and Proxies — Can a Registered Shareholder Appoint Someone Other Than the Proxy Nominees to Vote Their Shares at the Meeting? for additional detail. Registered shareholders (or such Appointees) who were assigned a Username by Computershare will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/271769863 prior to the start of the Meeting to login using password: celestica2021. Registered shareholders (or their duly appointed Appointees) can participate in the Meeting by clicking “I have a login” and entering a Username and Password before the start of the Meeting. If you (or your duly-appointed Appointee) vote your shares online at the virtual Meeting, such vote will be taken and counted at the Meeting.
If you choose to vote your shares using the form of proxy, your duly executed form of proxy must be received by Computershare at: 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, no later than 9:30 a.m. (EDT) on Tuesday, April 27, 2021. If the Meeting is adjourned or postponed, Computershare must receive the form of proxy at least 48 hours, excluding Saturdays, Sundays and holidays, before the rescheduled Meeting.
If you choose to vote your shares by telephone or internet, your vote must be received no later than 9:30 a.m. (EDT) on Tuesday, April 27, 2021.
Non-registered shareholders should refer to Questions and Answers on Voting and Proxies — How Do I Vote If I Am a Non-Registered Shareholder?
Q.
MUST I INFORM ANYONE OF MY INTENT TO ATTEND THE MEETING?
A.
No. The Meeting will be held virtually and no advanced notice of attendance is required.
Q.
HOW DO I ATTEND THE MEETING?
A.
Due to the COVID-19 pandemic and for the health and safety of our shareholders, employees, and families, we will be hosting the Meeting live via the Internet. You will not be able to attend the Meeting in person. The Meeting will only be held virtually via audio-only webcast at https://web.lumiagm.com/271769863, password: celestica2021. We encourage you to access the Meeting prior to the start time. Online access will begin at 9:00 a.m. EDT. Instructions on how to connect and participate in the Meeting are enclosed with this Circular and posted on the Corporation's website at www.celestica.com under “Investor Relations” | “Annual Reports”.
Voting at the meeting will only be available for shareholders or their registered Appointees (as defined below), subject to the procedures described under Questions and Answers on Voting and Proxies — How Do I Exercise My Vote (and by When) if I am a Registered Shareholder? and How Do I Vote If I Am a Non-Registered Shareholder? Registered Shareholders who have appointed and registered an Appointee may attend the Meeting by clicking “I am a guest” and entering the password “celestica2021” but will be unable to participate in, or vote at, the Meeting. Non-registered shareholders who have not appointed
 
2

TABLE OF CONTENTS
 
and registered themselves or an Appointee may attend the meeting by clicking “I am a guest” and entering the password “celestica2021”, but will be unable to participate in, or vote at, the Meeting.
Q.
HOW DO I ASK QUESTIONS DURING THE MEETING?
A.
Registered Shareholders or their registered Appointees will have opportunities to participate, substantially similar to those they would have at an in-person meeting. Registered Shareholders or registered Appointees may submit questions while connected to the Meeting on the Internet. If you wish to submit a question, you may do so by logging into the virtual meeting platform at https://web.lumiagm.com/271769863, typing the question into the “Ask a Question” field and clicking “Submit”. Registered Shareholders attending as guests and non-Registered Shareholders who have not appointed themselves or an Appointee may attend the Meeting but will be unable to submit questions at the Meeting. Additional information regarding the ability of participants to ask questions during the Meeting will be set forth in the Meeting’s Rules of Conduct, which will be made available within the virtual Meeting platform.
Q.
WHAT IF I HAVE TECHNICAL DIFFICULTIES ACCESSING THE MEETING?
A.
If shareholders (or their Appointees) encounter any difficulties accessing the Meeting during the check-in or meeting time, they may attend the Meeting by clicking “I am a guest” and entering the password “celestica2021”. The virtual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari), and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders (or their Appointees) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting.
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 other than the Proxy Nominees to vote your shares at the Meeting (such individual or authorized representative of such company shall be referred to herein as an “Appointee”). Write the name of the Appointee of your choice in the blank space provided in the form of proxy. The Appointee whom you choose need not be a shareholder.
If you appoint an Appointee to represent you at the Meeting, you must first submit your proxy form appointing such Appointee; then register your Appointee. Registering your Appointee is an additional step you need to take after submitting your proxy to appoint your Appointee in order for your Appointee to vote your shares at the Meeting. If you fail to register your Appointee, your Appointee will not receive a Username, and will be unable to participate in, or vote at, the Meeting. To register an Appointee, you MUST visit https://www.computershare.com/celestica by no later than 9:30 a.m. EDT on April 27, 2021 and provide Computershare with your Appointee’s contact information, so that Computershare may provide your Appointee with a Username via email.
Please ensure that the Appointee you have appointed is attending the Meeting and is aware that such Appointee will be voting your shares.
Q.
HOW WILL THE SHARES OF REGISTERED SHAREHOLDERS BE VOTED AT THE MEETING IF THEY GIVE THEIR PROXY TO THE PROXY NOMINEES?
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.
The persons named in the form of proxy must vote for or against or withhold from voting your shares in accordance with your instructions on the form of proxy. In the absence of such directions and unless you
 
3

TABLE OF CONTENTS
 
specify an Appointee other than the Proxy Nominees to vote your shares, your shares will be voted in favour of the election to the Corporation’s Board of each of the nominees proposed by management, in favour of the appointment of KPMG LLP as the Corporation’s auditor, in favour of the authorization of the Board to fix the auditor’s remuneration, in favour of the advisory resolution on the Corporation’s approach to executive compensation, and as the Proxy Nominees may determine in their best judgment with respect to any other matters that may be properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
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 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, 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.
Note that your or your Appointee’s participation online at the Meeting in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you regarding business considered by that vote.
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.
As of the date of this Circular, the Corporation’s management was not aware of any such amendments, variations or other matters to come before the Meeting. However, if any amendments, variations or other matters that are not now known to management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the shares represented by proxies in favour of the Proxy Nominees will be voted on such matters in accordance with their best judgment.
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.
In accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators (“NI 54-101”), the Corporation is distributing copies of materials related to the Meeting to Intermediaries for distribution to non-registered shareholders and such Intermediaries are to forward the materials related to the Meeting to each non-registered shareholder (unless the non-registered shareholder has declined to receive such materials). Such Intermediaries often use a service company (such as Broadridge Investor Communication Solutions (“Broadridge”)), to permit the non-registered shareholder to direct the voting of the shares held by the Intermediary on behalf of the non-registered shareholder. The Corporation is paying Broadridge to deliver, on behalf of the Intermediaries, a copy of the materials related to the Meeting to each “non-objecting beneficial owner” and each “objecting beneficial owner” ​(as those terms are defined in NI 54-101).
If you are a non-registered shareholder, the Intermediary holding your shares should provide a voting instruction form. In order to cast your vote, you must follow the instructions on the voting instruction form to vote by telephone or internet, or complete, sign and return the voting instruction form in accordance with the instructions, and within the timeline (which will likely be earlier than 9:30 a.m. (EDT)
 
4

TABLE OF CONTENTS
 
on Tuesday, April 27, 2021), set forth therein. This form will constitute voting instructions which the Intermediary must follow. Alternatively, the Intermediary may provide you with a signed form of proxy. In this case, you do not need to sign the form of proxy, but should complete it and forward it directly to Computershare.
As a non-registered holder, if your shares are held through a broker who is a member of the New York Stock Exchange (the “NYSE”) and you do not return the voting instruction form, your broker will not have the discretion to vote your shares on any “non-routine” matters, as defined under NYSE rules. Therefore, it is important that you instruct your broker or other Intermediary how to vote your shares. If such broker doesn’t receive voting instructions as to a non-routine proposal (all proposals, other than the proposal to appoint the auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration, are “non-routine” matters under NYSE rules), a “broker non-vote” with respect to such shares occurs, and such shares will not be taken into account in determining the outcome of the non-routine proposal.
Should you, as a non-registered shareholder (other than U.S. resident non-registered shareholders — see below), wish to attend the Meeting and vote your shares at the Meeting, or have an Appointee vote your shares on your behalf at the Meeting, you should fill in your own name or the name of your Appointee, as the case may be, in the space provided on the form of proxy provided by the Intermediary. An Intermediary’s voting instruction form will likely provide corresponding instructions as to how you (or your Appointee) can participate in, and cast your vote at the Meeting. In any case, you should carefully follow the instructions provided by the Intermediary and contact the Intermediary promptly if you require assistance. If you wish to vote your shares at the Meeting or designate an Appointee to attend the Meeting and vote your shares on your behalf, you must first submit the form of proxy or voting instruction form appointing yourself or your Appointee to the Intermediary; and then register yourself or your Appointee. Registering yourself or your Appointee is an additional step you need to take after submitting your form of proxy or voting instruction form to designate yourself or your Appointee in order for you or your Appointee to vote your shares at the Meeting. If you fail to register yourself or your Appointee, you or your Appointee will not receive a Username from Computershare, and will be unable to participate in, or vote at, the Meeting. To register yourself or an Appointee, you MUST visit https://www.computershare.com/celestica by no later than 9:30 a.m. EDT on April 27, 2021 and provide Computershare with you or your Appointee’s contact information, so that Computershare may provide you or your Appointee with a Username via email.
To attend and vote at the Meeting, U.S. resident non-registered shareholders must first obtain a valid legal proxy from their Intermediary, and then register themselves or their Appointee in advance to virtually participate in, and vote at the Meeting. U.S. resident non-registered shareholders should follow the instructions from their Intermediary included with these proxy materials or contact their Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from their Intermediary, U.S. resident non-registered shareholders must submit a copy of their legal proxy to Computershare in order to register themselves or their Appointee to participate in, and vote at the Meeting. Requests for registration should be directed to:
Computershare Investor Services Inc.
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
OR
Email at: uslegalproxy@computershare.com
Requests for registration must be labeled as “Legal Proxy” and be received no later than April 27, 2021 by 9:30 am. U.S. resident non-registered shareholders will receive a confirmation of their registration by email after Computershare receives their registration materials. Such U.S. resident non-registered shareholders or their Appointee may then attend the Meeting and vote their shares at https://web.lumiagm.com/271769863, password: celestica2021 during the Meeting.
Non-registered shareholders who have not appointed themselves may attend the Meeting by clicking “I am a guest” and entering the password “celestica2021” but will be unable to participate in, or vote at, the Meeting.
 
5

TABLE OF CONTENTS
 
If you vote and would subsequently like to change your vote (whether by revoking a voting instruction or by revoking a proxy), you should contact the Intermediary to discuss whether this is possible and, if so, what procedures you should follow.
Q.
HOW CAN I CONTACT THE INDEPENDENT DIRECTORS, NON-MANAGEMENT DIRECTORS AND CHAIR?
A.
You may confidentially contact the Chair of the Board, the non-management directors 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:
c/o Investor Relations
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada M2N 6L7
Phone: 416-448-2211
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:
Investor Relations
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada M2N 6L7
Phone: 416-448-2211
E-mail: clsir@celestica.com
If you require assistance in completing the form of proxy you may contact Computershare (see contact coordinates below).
Q.
HOW CAN I CONTACT THE TRANSFER AGENT?
A.
You may contact the transfer agent by mail:
Computershare Investor Services Inc.
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
or by telephone:
within Canada and the U.S.
1-800-564-6253
all other countries
514-982-7555
 
6

TABLE OF CONTENTS
 
PRINCIPAL HOLDERS OF VOTING SHARES
As of February 22, 2021, the only persons, corporations or other 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)
Toronto, Ontario
Canada
18,600,193 MVS
100.0%
14.4%
80.8%
397,045 SVS
*
*
*
Gerald W. Schwartz(2)
Toronto, Ontario
Canada
18,600,193 MVS
100.0%
14.4%
80.8%
517,702 SVS
*
*
*
Letko, Brosseau & Associates Inc.(3)
Montréal, Québec
Canada
16,381,753 SVS
14.8%
12.7%
2.8%
*
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, 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 such shares.
(3)
The number of shares reported as held by Letko, Brosseau & Associates Inc. is based on the alternative monthly report it filed on SEDAR on February 9, 2021, reporting ownership as of January 31, 2021.
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.
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
 
7

TABLE OF CONTENTS
 
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.
During 2020, the Nominating and Corporate Governance Committee (“NCGC”) began a comprehensive board composition review process taking into account the composition of the Board, Board diversity and the Board’s 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. In addition, in 2020 an ad hoc Director Search Committee comprised of Messrs. Cascella, Mionis, Popatia and Wilson was created for the purpose of identifying potential future director nominees. The NCGC recommended, and the Board approved, an exception to the retirement policy for Mr. Ryan for 2021 taking into account his expertise as a long-serving member of the Board, his leadership as Chair of the Human Resources and Compensation Committee (“HRCC”), the need for continuity and stability during the search for a new director in 2021 and the transition to a new Chair of the HRCC, and limitations on in-person interviews for new directors and transition difficulties as a result of coronavirus disease 2019 and related mutations (“COVID-19”). In accordance with this exception, Mr. Ryan is standing for re-election at the Meeting. Mr. Ryan has resigned as the Chair of the HRCC effective at the close of the Meeting and Mr. Cascella has been appointed as Chair of the HRCC (if elected as a director), effective as of such resignation. Should Mr. Ryan be elected as a director at the Meeting, he will remain a director and member of the HRCC in order to provide for an orderly transition of the Chair responsibilities to Mr. Cascella. See Corporate Governance — Nomination and Election of Directors.
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 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.
 
8

TABLE OF CONTENTS
 
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.
Board Composition
[MISSING IMAGE: tm211529d1-pc_boardbw.jpg]
The proposed Board has an average age of 64 and average tenure of seven years. Two of the proposed nine nominees are women (22%), including the current chair of the Audit Committee. Two of the other nominees self-identify as members of visible minorities (22%) while none of the nominees self-identify as Aboriginal peoples or as persons with disabilities (each as defined under the Employment Equity Act (Canada)). See Corporate Governance — Board Diversity.
Nominees for Election as Director
The following nominee profiles include a summary of each nominee’s career experience, areas of expertise, term as a director of the Corporation, place of residence, age, other public corporations of which they are or were (during the prior five years) directors, and their equity interests in the Corporation. There are no contracts, arrangements or understandings between any director and any 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 — Director Compensation and — Directors’ Ownership of Securities. 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.
 
9

TABLE OF CONTENTS
 
[MISSING IMAGE: ph_robertcascella-bw.jpg]
Robert A. Cascella
Boca Raton, Florida
U.S.
Director Since: 2019
Age: 66
Status: Independent
Areas of Expertise:

Executive Leadership

Healthcare Technology

Strategy & M&A
Other Current Public Board
Directorships: None
2020 Annual Meeting
Votes in Favour: 98.99%
Votes Withheld: 1.01%
Mr. Cascella is currently a Strategic Business Development Leader of Royal Philips, a public Dutch multinational healthcare company. From 2015 to 2020, 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 since 2016 and will do so until April 1, 2021 after which time he will act as a special advisor to Philips’ strategic business development projects on a part-time basis until the end of 2021. Since 2020, Mr. Cascella has also been serving on the board of directors of Metabolon, Inc. He served as the President and Chief Executive Officer 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 Committee, HRCC, and NCGC, and has been appointed as Chair of the HRCC effective at the close of the Meeting.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
37,028
$298,816
2019
16,081
$129,774
37,028
$298,816
N/A
Change
20,947
$169,042
[MISSING IMAGE: ph_deepakchopra-bw.jpg]
Deepak Chopra
Toronto, Ontario
Canada
Director Since: 2018
Age: 57
Status: Independent
Areas of Expertise:

Executive Leadership

Logistics & e-Commerce
Supply-Chain

Global Strategic Development
Other Current Public Board
Directorships:

The North West
Company Inc. (since 2018)

The Descartes Systems
Group Inc. (since 2020)
2020 Annual Meeting
Votes in Favour: 99.05%
Votes Withheld: 0.95%
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. 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 Committee, HRCC, and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
48,816
$393,945
2019
28,227
$227,792
48,816
$393,945
Yes
Change
20,589
$166,153
 
10

TABLE OF CONTENTS
 
[MISSING IMAGE: ph_dandimaggio-bw.jpg]
Daniel P. DiMaggio
Duluth, Georgia
U.S.
Director Since: 2010
Age: 70
Status: Independent
Areas of Expertise:

Executive Leadership

Global Operations and
Supply Chain

Financial Literacy
Other Current Public Board
Directorships: None
2020 Annual Meeting
Votes in Favour: 98.94%
Votes Withheld: 1.06%
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 Committee, HRCC, and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
242,474
$1,956,765
2019
211,053
$1,703,198
242,474
$1,956,765
Yes
Change
31,421
$253,567
[MISSING IMAGE: ph_lkoellner-bw.jpg]
Laurette T. Koellner
Merritt Island, Florida
U.S.
Director Since: 2009
Age: 66
Status: Independent
Areas of Expertise:

Public Company Board
Expertise

Audit and Finance

Human Resources
Other Current Public Board
Directorships:

Papa John’s International, Inc.
(since 2014)

The Goodyear Tire & Rubber
Company (since 2015)

Nucor Corporation
(since 2015)
2020 Annual Meeting
Votes in Favour: 98.15%
Votes Withheld: 1.85%
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 Committee (Chair), HRCC, and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
252,779
$2,039,927
2019
230,081
$1,856,754
252,779
$2,039,927
Yes
Change
22,698
$183,173
 
11

TABLE OF CONTENTS
 
[MISSING IMAGE: ph_robertmionis-bw.jpg]
Robert A. Mionis
Hampton, New Hampshire
U.S.
Director Since: 2015
Age: 58
Status: Not Independent
Areas of Expertise:

Business Transformation
and Strategy

Operations

Technology and
Engineering

Risk Management
Other Current Public Board
Directorships:

Shawcor Ltd. (since 2018)
2020 Annual Meeting
Votes in Favour: 98.98%
Votes Withheld: 1.02%
Mr. Mionis is currently the President and Chief Executive Officer (“CEO”) of the Corporation, and is a member of the Board of Directors. For a description of his role as President and CEO, see Compensation Discussion and Analysis below.
From July 2013 until August 2015, he was an Operating Partner at Pamplona Capital Management (“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. 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
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
100%
EXECUTIVE SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
RSUs
PSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
642,441
$5,184,499
562,764
$4,541,505
106,869
$862,433
2019
410,389
$3,311,839
540,891
$4,364,990
80,527
$649,853
1,312,074
$10,588,437
Yes
Change
232,052
$1,872,660
21,873
$176,515
26,342
$212,580
[MISSING IMAGE: ph_carolperry-bw.jpg]
Carol S. Perry
Toronto, Ontario
Canada
Director Since: 2013
Age: 70
Status: Independent
Areas of Expertise:

Capital Markets

Finance and Treasury

Corporate Governance
and Securities Regulation
Other Current Public Board
Directorships: None
2020 Annual Meeting
Votes in Favour: 99.25%
Votes Withheld: 0.75%
Ms. Perry is a corporate director. She most recently served on the Independent Review Committees of mutual funds managed by 1832 Asset Management L.P., a mutual fund manager and wholly-owned affiliate of The Bank of Nova Scotia (2011-2020), and of investment funds managed by Jarislowsky Fraser Limited and MD Financial Management Inc., which are subsidiaries of The Bank of Nova Scotia (2018-2020). 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 Committee, HRCC, and NCGC.
BOARD ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
195,731
$1,579,549
2019
154,551
$1,247,227
195,731
$1,579,549
Yes
Change
41,180
$332,322
 
12

TABLE OF CONTENTS
 
[MISSING IMAGE: ph_tawfiqpopatia-bwlr.jpg]
Tawfiq Popatia
Toronto, Ontario
Canada
Director Since: 2017
Age: 46
Status: Not Independent
Areas of Expertise:

Finance and Capital
Markets

Aerospace and
Transportation

Business Development
Other Current Public Board
Directorships: None
2020 Annual Meeting
Votes in Favour: 98.82%
Votes Withheld: 1.18%
Mr. Popatia has been a Senior Managing Director of Onex since 2020 and leads its efforts in automation, aerospace and defense, and other transportation-focused industries. He joined Onex in 2007 and has led several of Onex Partners’ investments in these sectors. He previously served as a Managing Director of Onex from 2014 to 2020. 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 WestJet, a Canadian airline, 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
ATTENDANCE
TOTAL ATTENDANCE
Board
7 of 8
88%
DIRECTOR SHARE OWNERSHIP(1)(3)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
2019
N/A
Change
[MISSING IMAGE: ph_eamonryan-bw.jpg]
Eamon J. Ryan
Toronto, Ontario
Canada
Director Since: 2008
Age: 75(4)
Status: Independent
Areas of Expertise:

Executive Compensation

Marketing and Sales

Business Development
Other Current Public Board
Directorships: None
2020 Annual Meeting
Votes in Favour: 98.85%
Votes Withheld: 1.15%
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 Committee, HRCC (Chair), and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
5,470
$44,143
262,768
$2,120,538
32,842
$265,035
2019
262,768
$2,120,538
16,409
$132,421
301,080
$2,429,716
Yes
Change
5,470
$44,143
16,433
$132,614
 
13

TABLE OF CONTENTS
 
[MISSING IMAGE: ph_mikewilson-bw.jpg]
Michael M. Wilson
Bragg Creek, Alberta
Canada
Director Since: 2011
Age: 69
Status: Independent
Areas of Expertise:

Public Company Board
Expertise

Business Development

Corporate Governance
Other Current Public Board
Directorships:

Air Canada (since 2014)

Suncor Energy Inc. (Chair)
(since 2014)
2020 Annual Meeting
Votes in Favour: 98.40%
Votes Withheld: 1.60%
Mr. Wilson is Chair of the Board. He has served on the Board since 2011 and been a corporate director since 2013.
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 Committee, HRCC, and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
8 of 8
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
3 of 3
DIRECTOR SHARE OWNERSHIP(1)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2020
20,000
$161,400
283,131
$2,284,867
2019
222,176
$1,792,960
303,131
$2,446,267
Yes
Change
20,000
$161,400
60,955
$491,907
(1)
The securities in the table represent all SVS beneficially owned, and all DSUs and unvested RSUs held as of December 31, 2019 and December 31, 2020 (as applicable), including: (i) for 2019, DSUs and RSUs granted on January 2, 2020 in respect of the fourth quarter of 2019; and (ii) for 2020, DSUs and RSUs granted on January 4, 2021 in respect of the fourth quarter of 2020. The $ value and “Total Value” of all such securities is based on the closing price of SVS on the NYSE on December 31, 2020 ($8.07). 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).
(2)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines instead of the Director Share Ownership Guidelines. See Executive Share Ownership. The securities in the table for 2019 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2019, as well as PSUs that vested at 40% of target on January 31, 2020. The securities in the table for 2020 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2020, as well as PSUs that vested at 26% of target on January 30, 2021. All other unvested PSUs held by Mr. Mionis are not included. The $ value and “Total Value” for such securities is based on the closing price of SVS on the NYSE on December 31, 2020 ($8.07).
(3)
Mr. Popatia, as an officer of Onex, is not subject to the Director Share Ownership Guidelines. In addition, Mr. Popatia does not receive any compensation in his capacity as a director of the Corporation; however, Onex receives compensation in the amount of $235,000 per year, payable in DSUs in equal quarterly installments in arrears, for providing his services (41,180 DSUs in 2020 and 30,849 DSUs in 2019). See footnote 7 to Table 3.
(4)
The Board approved an exception to its retirement policy for Mr. Ryan to stand for re-election at the Meeting. Mr. Ryan has resigned as the Chair of the HRCC, effective at the close of the Meeting, and Mr. Cascella has been appointed as Chair of the HRCC (if elected as a director), effective as of such resignation. See Election of Directors.
 
14

TABLE OF CONTENTS
 
Director Compensation
Director compensation is set by the Board on the recommendation of the HRCC and in accordance with director compensation guidelines and principles established by the NCGC. 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 2020 is set forth in Table 2 below.
Table 2: Directors’ Fees(1)
Element
Director Fee Structure for 2020(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 NCGC Chair(5)
(1)
Does not include Mr. Mionis, President and CEO of the Corporation, whose compensation is set out in Table 20 of this Circular. Does not include fees payable to Onex for the service of Mr. Popatia as a director, which are described in footnote 7 to Table 3 of this Circular.
(2)
Directors may also receive further retainers and meeting fees for participation on ad hoc committees. No incremental fees were paid to directors for their participation on the Director Search Committee during 2020. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2020).
(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. Travel fees were suspended in March 2020 as Board/Committees meetings were held virtually for the remainder of the year due to COVID-19.
(5)
The Chair of the Board also served as the Chair of the NCGC in 2020, for which no additional fee was paid.
DSU/RSU Election
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
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
 
15

TABLE OF CONTENTS
 
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 to directors are credited quarterly in arrears. The number of DSUs and RSUs, as applicable, granted is calculated by multiplying the amount of such director’s Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of DSUs or RSUs, as applicable, and dividing the product by the closing price of the SVS on the NYSE on the last business day of the quarter.
Directors’ Fees Earned in 2020
All compensation paid in 2020 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 20 of this Circular. The Board (excluding Messrs. Mionis and Popatia) earned $1,833,722 in Total Annual Fees in respect of 2020, including total grants of $1,159,347 in DSUs and $125,000 in RSUs.
Table 3: Director Fees Earned in Respect of 2020
Annual Fees Earned
Allocation of Annual Fees(1)(2)
Name
Annual
Board
Retainer
Annual
Committee
Chair
Retainer
Travel
Fees
Total
Fees
DSUs(3)
RSUs
Cash(4)
Robert A. Cascella
$235,000
$2,500
$237,500
$118,750
$118,750
Deepak Chopra
$235,000
$235,000
$117,500
$117,500
Daniel P. DiMaggio
$235,000
$2,500
$237,500
$178,125
$59,375
William A. Etherington(5)
$28,681
$28,681
$28,681
Laurette T. Koellner
$235,000
$20,000(6)
$2,500
$257,500
$128,750
$128,750
Carol S. Perry
$235,000
$235,000
$235,000
Tawfiq Popatia(7)
Eamon J. Ryan
$235,000
$15,000(8)
$250,000
$125,000(9)
$125,000
Michael M. Wilson(10)
$350,041
$2,500
$352,541
$352,541
(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 2020 Annual Fees (set forth in the “Total Fees” column above) in cash, with the balance in DSUs. Directors who have satisfied such requirements were required to elect to receive 0%, 25% or 50% of their 2020 Annual Fees in cash, with the balance either in DSUs or RSUs. The Annual Fees received by directors in DSUs and RSUs for 2020 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 $3.50 on March 31, 2020, $6.83 on June 30, 2020, $6.90 on September 30, 2020 and $8.07 on December 31, 2020.
(2)
For 2020, 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 the DSUs issued in respect of 2020 Annual Fees which is the same as their accounting value.
 
16

TABLE OF CONTENTS
 
(4)
Amounts in this column represent the portion of 2020 Annual Fees paid in cash.
(5)
Mr. Etherington served as Chair of the Board and Chair of the NCGC from January 1 to 29, 2020. He retired from the Board effective January 29, 2020.
(6)
Represents the annual retainer for the Chair of the Audit Committee.
(7)
Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2020; however, Onex received compensation for providing the services of Mr. Popatia as a director in 2020 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.
(8)
Represents the annual retainer for the Chair of the HRCC.
(9)
Mr. Ryan was entitled to, and elected to, receive 50% of his 2020 Annual Fees in RSUs. Each quarterly RSU grant vests ratably over three years, commencing on the first anniversary of the date of grant. The amount shown represents the grant date fair value of Mr. Ryan’s 2020 RSU grants, which is the same as their accounting value. In 2020, 5,470 of the RSUs previously issued to Mr. Ryan vested and were settled in SVS (on a one-for-one basis) at his election.
(10)
Mr. Wilson was appointed Chair of the Board effective January 29, 2020. From January 1 to 29, 2020, Mr. Wilson received the annual board retainer after which he received the annual Chair retainer, pro-rated for the first quarter of 2020 as appropriate.
Directors’ Ownership of Securities
Outstanding Share-Based Awards
Information concerning all outstanding share-based awards as of December 31, 2020 made by the Corporation to each director proposed for election at the Meeting (other than Mr. Mionis, whose information is set out in Table 21 of this Circular), including awards granted prior to 2020, is set out in Table 4. Such awards consist of DSUs and RSUs. DSUs that were granted prior to January 1, 2007 may be settled in 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. No options to acquire SVS may currently be granted to directors under the LTIP, and no options previously granted to directors (or former directors) under the LTIP 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
37,028
—   
$298,816
—   
Deepak Chopra
48,816
—   
$393,945
—   
Daniel P. DiMaggio
242,474
—   
$1,956,765
—   
Laurette T. Koellner
252,779
—   
$2,039,927
—   
Carol S. Perry
195,731
—   
$1,579,549
—   
Tawfiq Popatia(3)
—   
—   
—   
—   
Eamon J. Ryan
262,768
32,842
$2,120,538
$265,035
Michael M. Wilson
283,131
—   
$2,284,867
—   
(1)
Represents all outstanding DSUs and unvested RSUs, including the regular quarterly grant of DSUs and RSUs made on January 4, 2021 in respect of the fourth quarter of 2020.
 
17

TABLE OF CONTENTS
 
(2)
The market value of DSUs and unvested RSUs was determined using a share price of $8.07, which was the closing price of the SVS on the NYSE on December 31, 2020.
(3)
No share based awards have been made to Mr. Popatia; however 291,168 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 41,180 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2020. For further information see footnote 7 to Table 3.
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.
Directors have five years from the time of their appointment to the Board 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, 2020.
Table 5: Shareholding Requirements
Shareholding Requirements
Director(1)
Target Value as of
December 31, 2020
Value as of
December 31, 2020(2)
Met Target as of
December 31, 2020
Robert A. Cascella(3)
$352,500
$298,816
Not yet applicable
Deepak Chopra
$352,500
$393,945
Yes
Daniel P. DiMaggio
$352,500
$1,956,765
Yes
Laurette T. Koellner
$352,500
$2,039,927
Yes
Carol S. Perry
$352,500
$1,579,549
Yes
Eamon J. Ryan
$352,500
$2,429,716
Yes
Michael M. Wilson
$675,000
$2,446,267
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 $8.07, which was the closing price of the SVS on the NYSE on December 31, 2020.
(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.
 
18

TABLE OF CONTENTS
 
CORPORATE GOVERNANCE
The Corporation is committed to high standards of corporate governance in all aspects of its decision making processes.
The Corporation is listed on the NYSE and, although it is not required to comply with all of the NYSE corporate governance requirements to which the Corporation would be subject if it were a U.S. corporation, the Corporation’s governance practices differ significantly in only one respect from those required by the NYSE of U.S. domestic issuers. The Corporation complies with applicable TSX rules, which require shareholder approval of share compensation arrangements involving new issuances of shares, and of certain amendments to such arrangements, but do not require such approval if the compensation arrangements involve only shares purchased in the open market. NYSE rules require shareholder approval of all equity compensation arrangements (and material revisions thereto), subject to limited exceptions, regardless of whether new issuances or treasury shares are used.
Each of the following documents, which are referred to throughout this Corporate Governance section, are posted on the Corporation’s website at www.celestica.com under “Investor Relations” | “Corporate Governance” ​(information on our website is not incorporated by reference into this Circular):
1.
Corporate Governance Guidelines;
2.
Board of Directors Mandate (“Board Mandate”);
3.
Written position descriptions for each of the Chair of the Board, the Chair of each standing committee of the Board and the CEO;
4.
Celestica’s Corporate Values;
5.
The Business Conduct Governance Policy (the “BCG Policy”);
6.
The Finance Code of Professional Conduct;
7.
Audit Committee Mandate;
8.
NCGC Mandate; and
9.
HRCC Mandate.
The Corporation’s annual report, financial statements and management’s discussion and analysis are also available on our website at www.celestica.com under “Investor Relations” | “Annual Reports” | “Quarterly Reports” ​(information on our website is not incorporated by reference into this Circular). Additional information about the Corporation is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. You can request copies of any of the documents mentioned above by contacting Celestica’s Corporate Secretary at clsir@celestica.com.
Board of Directors
Role of the Board
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;

identifying the principal risks of the business and ensuring the implementation of appropriate systems to manage such risks;

succession planning;

reviewing financial reporting and regulatory compliance;

reviewing internal control and management information systems;
 
19

TABLE OF CONTENTS
 

reviewing and approving material transactions;

establishing measures for receiving feedback from securityholders;

overseeing the general strategy, policies and initiatives relating to environmental, social and governance matters, including, among other things, sustainability;

reviewing board operations and evaluating board, committee and individual Director effectiveness;

developing the Corporation’s approach to corporate governance;

reviewing and approving the annual director assessment process;

nominating and appointing directors;

reviewing and approving financial and business goals and objectives used as a basis for measuring the performance of the CEO and relevant to CEO compensation;

reviewing and approving Celestica’s quarterly and annual financial statements after the Audit Committee has reviewed and made a recommendation to the Board regarding such statements;

approving director compensation; and

monitoring compliance with the BCG Policy.
The Board Mandate is attached to this Circular as Schedule A.
Independence
Director Independence
The Board has determined that all directors, except for Messrs. Mionis and Popatia, are independent as determined in accordance with 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. The Board collects this information from sources such as 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, any of the Corporation’s subsidiaries or with Onex (which holds approximately 80.9% of the voting rights of the Corporation’s securities)) which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment.
The following chart details the Board’s determination with respect to the independence status of each director nominee:
Table 6: Directors’ Relationships to the Corporation
Name
Independent
Not
Independent
Reason not Independent
Robert A. Cascella
Deepak Chopra
Daniel P. DiMaggio
Laurette T. Koellner
Robert A. Mionis
President and CEO of Celestica
Carol S. Perry
Tawfiq Popatia
Senior Managing Director of Onex
Eamon J. Ryan
Michael M. Wilson
Independent Chair
Mr. Wilson is the Chair of the Board and is an independent director under applicable Canadian rules and NYSE listing standards. In this capacity, Mr. Wilson is responsible for the effective functioning of the Board.
 
20

TABLE OF CONTENTS
 
As part of his duties, he establishes procedures to govern the Board’s work and ensure the Board’s full discharge of its duties. Celestica shareholders and other interested parties may communicate directly to the Chair any concerns that they may have regarding the Corporation. See the contact information under Questions and Answers on Voting and Proxies — How Can I Contact the Independent Directors and Chair? in this Circular.
Public Company Board Membership
None of the current directors of the Corporation serve together as directors of other corporations. See Election of Directors — Nominees for Election as Director for the other public companies on which the directors currently serve.
Under the Corporate Governance Guidelines, directors must advise the Chair and the Chair of the NCGC before accepting membership on other public company boards and must also notify the Chair and Celestica’s Chief Legal Officer of any change of primary employment.
Position Descriptions
The Board has developed and approved written position descriptions for the Chair of the Board, the Chair of each standing committee of the Board and the CEO. The CEO has full responsibility for the day-to-day operations of the Corporation’s business in accordance with the Corporation’s strategic plan, current year operating plan and capital expenditure budget, each as approved by the Board. The CEO must develop and implement processes that are intended to ensure the achievement of the Corporation’s financial and operating goals and objectives.
Director Attendance
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 standing committees of which they are members, from January 1, 2020 to February 22, 2021. All then-members of the Board attended the Corporation’s last annual meeting of shareholders.
Table 7: Directors’ Attendance at Board and Committee Meetings
Director
Board
Audit
Committee
HRCC
NCGC
Meetings Attended %
Board
Committee
Robert A. Cascella
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Deepak Chopra
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Daniel P. DiMaggio
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Laurette T. Koellner
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Robert A. Mionis
8 of 8
100%
Carol S. Perry
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Tawfiq Popatia
7 of 8
88%
Eamon J. Ryan
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
Michael M. Wilson
8 of 8
6 of 6
6 of 6
3 of 3
100%
100%
In response to the COVID-19 pandemic, all Board and Committee meetings held in 2020 were held virtually by electronic means (with the exception of those held in person in January 2020).
In Camera Sessions
The independent directors meet separately as part of every Board and Committee meeting. The Chair presides at every in camera session of the Board, or in the absence of the Chair, another independent director selected by those in attendance.
 
21

TABLE OF CONTENTS
 
Ad Hoc Committees
From time to time, the Board establishes ad hoc committees. During 2020, Messrs. Cascella, Mionis, Popatia and Wilson served on the Director Search Committee.
Committees of the Board
Audit Committee
The Board has a fully independent Audit Committee (pursuant to applicable Canadian and U.S. Securities and Exchange Commission (“SEC”) rules and NYSE listing standards) and is currently comprised of Laurette T. Koellner (Chair), Robert A. Cascella, Deepak Chopra, Daniel P. DiMaggio, Carol S. Perry, Eamon J. Ryan and Michael M. Wilson. The Audit Committee members and its Chair are appointed annually by the Board. Shareholders may obtain further information regarding the Corporation’s Audit Committee in Part I, Item 6C and Part II, Item 16A of the Corporation’s 2020 Annual Report on Form 20-F.
No member of the Audit Committee serves on more than three audit committees of public companies, including that of the Corporation.
The Audit Committee is directly responsible for the compensation, retention and oversight of the work of a registered public accounting firm for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. In addition, the Committee has sole authority for recommending the person to be proposed to Celestica’s shareholders for appointment as external auditor and whether at any time the incumbent external auditor should be removed from office. The Audit Committee also has the authority to retain, in addition to the external auditor, such other outside legal, accounting or other advisors as it may consider appropriate and is not required to obtain the approval of the Board in order to retain, compensate or terminate such advisors.
The Audit Committee and its Chair are appointed annually by the Board. As part of each meeting at which (i) the Committee recommends that the Board approve the annual audited financial statements or (ii) the Committee reviews the quarterly financial statements, the Committee members meet separately with each of: management; the external auditor; and the internal auditors.
In addition to fulfilling the responsibilities as set forth in its mandate, in 2020, the Audit Committee implemented a formal annual review of the qualifications, expertise, resources and the overall performance of the Corporation’s external auditor, including conducting a survey of each member of the Audit Committee and of certain key management personnel
In accordance with National Instrument 52-110 — Audit Committees, shareholders may obtain further information regarding the Corporation’s Audit Committee in Part I, Item 6C and Part II, Item 16A of the Corporation’s Annual Report on Form 20 F for the year ended December 31, 2020 under the United States Securities Exchange Act of 1934, as amended.
Human Resources and Compensation Committee
The Board has a fully independent HRCC pursuant to applicable Canadian and SEC rules and NYSE listing standards and is currently comprised of Eamon J. Ryan (Chair), Robert A. Cascella, Deepak Chopra, Daniel P. DiMaggio, Laurette T. Koellner, Carol S. Perry and Michael M. Wilson). Mr. Cascella has been appointed as Chair of the HRCC (if elected as a director), effective at the close of the Meeting, and if elected as a director, Mr. Ryan will remain a member of the HRCC thereafter. The HRCC members and its Chair are appointed annually by the Board. As part of each meeting, the HRCC members meet without any member of management present and also meet with the Corporation’s compensation consultant without any member of management present. The HRCC has the sole authority to retain, compensate and terminate any consultants and advisors it considers necessary within its mandate.
The duties and responsibilities of the HRCC include:

reviewing and approving an overall reward/compensation policy for the Corporation, including an executive compensation policy that is consistent with competitive practice and supports organizational objectives and ownership interests;
 
22

TABLE OF CONTENTS
 

reviewing the corporate goals and objectives relevant to the compensation of the CEO, as approved by the Board, evaluating the CEO’s performance in light of these goals and objectives, and setting the compensation of the CEO based on this evaluation;

reviewing and approving the appointment and terms of employment (or any material changes to terms of employment) and, upon recommendation of the CEO, any changes to the base salary for all senior executive positions that report to the CEO and certain other senior executive positions, as well as any separation agreement or compensation arrangement for any such executive whose employment has been terminated;

reviewing, modifying and approving the elements of the Corporation’s incentive-based plans and equity-based plans, including plan design, performance targets, administration and total funds/shares reserved for payment;

making recommendations to the Board regarding the compensation of the Corporation’s directors in accordance with the principles and guidelines established by the NCGC;

maintaining and reviewing succession planning for the CEO, all positions that report to the CEO and certain other executive positions;

reviewing and approving, in conjunction with management, public disclosure relating to executive compensation in accordance with applicable rules and regulations and preparing any report required by any applicable securities regulatory authority or stock exchange requirement to be included in applicable public disclosure documents;

reviewing the Corporation’s talent management strategy and practices;

reviewing and approving insider trading and share ownership policies;

regularly reviewing the risks associated with the Corporation’s compensation policies and practices; and

performing any other activities consistent with its mandate.
All members of the HRCC have direct experience that is relevant to their responsibilities relative to human resources and compensation, and have skills and experience that contribute to the ability of the HRCC to make decisions on the suitability of the Corporation’s human resources and compensation policies and practices. Each member of the HRCC possesses significant knowledge in human resources and executive compensation matters gained from his or her experience as an executive in one or more major public corporations, as outlined in the biographies in Information Relating to Our Directors — Election of Directors — Nominees for Election as Director. This experience varies from director to director, but collectively includes having responsibility for oversight of human resources policies; the creation and implementation of executive compensation plans; participating in briefings from outside consultants retained by compensation committees with respect to executive compensation design, administration and governance; having responsibility for human resources and executive compensation decisions; and past/present service on the human resources and/or compensation committees of several other major public corporations. Mr. Wilson currently serves as Chair of the Human Resources and Compensation Committee of Air Canada; Mr. Chopra currently serves as a member of the Human Resources, Compensation and Pension Committee of The North West Company Inc.; Ms. Koellner currently serves on the Compensation Committee of The Goodyear Tire & Rubber Company and the Compensation and Executive Development Committee of Nucor Corporation, and she previously served on the Compensation Committee of AIG; and Ms. Perry previously served on the Management Resources and Compensation Committee of Softchoice Corporation (while it was a public company listed on the TSX). Accordingly, the Corporation believes that its HRCC is appropriately qualified to make decisions on the suitability of the Corporation’s human resources and compensation policies and practices.
The HRCC has retained an independent compensation consultant to assist in the discharge of its mandate. For a description of the compensation consultant’s role and mandate, see Compensation Discussion and Analysis — Compensation Objectives — Independent Advice below.
 
23

TABLE OF CONTENTS
 
Nominating and Corporate Governance Committee
The NCGC is a fully independent committee of the Board (pursuant to applicable Canadian rules and NYSE listing standards) and is currently comprised of Michael M. Wilson (Chair), Robert A. Cascella, Deepak Chopra, Daniel P. DiMaggio, Laurette T. Koellner, Carol S. Perry and Eamon J. Ryan. The NCGC members and its Chair are appointed annually by the Board.
The NCGC is responsible for developing and recommending governance guidelines for the Corporation (and recommending changes to those guidelines), identifying individuals qualified to become members of the Board, and recommending director nominees to be put before the shareholders at each annual meeting. The duties and responsibilities of the NCGC include:

reviewing the Corporate Governance Guidelines;

creating a formal, rigorous and transparent procedure for the appointment of new directors to the Board;

identifying and recommending new director nominees

annually assessing the effectiveness of the Board Diversity Policy and its effectiveness in promoting a diverse Board, and monitoring compliance with disclosure and any other requirements under applicable corporate and securities laws and regulations, as well as any applicable stock exchange requirements, regarding diversity;

developing a director orientation program;

developing a director continuing education program;

developing position descriptions for the Chair, the CEO and the chair of each committee;

developing and overseeing annual director evaluations, including assessing the performance of the Board, the committees, individual directors and through peer review;

reviewing director compensation guidelines;

overseeing the Corporation’s general strategy, policies and initiatives relating to ESG matters, including, among other things, sustainability, and reviewing the risks related to ESG matters; and

annual director independence reviews.
Orientation and Continuing Education
Orientation of New Directors
The Corporation’s orientation program helps new directors contribute effectively to the work of the Board as soon as possible after their appointment or election to the Board. As part of this program, new directors receive written materials on the Board and committee mandates, the Corporation’s structure, organization, current priorities and issues that have been considered by the Board and each of its committees. New directors also attend meetings with the Chair, directors, the Corporation’s external compensation consultant and key executives, and receive periodic presentations from senior management on major business strategy, industry trends, customer requirements and competitive issues. Through this orientation program, new directors have the opportunity to become familiar with the role of the Board and its committees, the contribution individual directors are expected to make, and the nature and operation of the Corporation’s business.
Director Education
The Board recognizes ongoing director education as an important component of good governance. Directors are expected to be informed about current best practices, emerging trends in corporate governance and relevant regulatory developments.
 
24

TABLE OF CONTENTS
 
The Corporation facilitates corporate governance best practices by maintaining a board membership with the Institute of Corporate Directors for the benefit of all our directors. In addition, the Corporation provides each director with a membership in the National Association of Corporate Directors.
While directors are required to take personal responsibility for staying current, Celestica’s Corporate Governance Guidelines require management and outside advisors to provide information and education sessions to the Board and its Committees as necessary to keep the directors up-to-date with Celestica’s business and the environment in which it operates, as well as with developments in the responsibilities of directors. In accordance with the NCGC mandate, our continuing education program has been designed to, among other things: (i) assist directors to maintain or enhance their skills and abilities as directors of the Corporation; and (ii) assist directors in ensuring that their knowledge and understanding of the Corporation’s business remains current.
The Corporation facilitates these corporate governance best practices by:

providing directors with detailed information packages in advance of each Board and Committee meeting through an online portal which directors can access immediately upon the issuance of materials;

providing regular updates between meetings of the Board with respect to issues that affect the business of the Corporation;

encouraging attendance at industry conferences and educational offers in relation to the Corporation’s business;

contributing to the cost of outside conferences and seminars that are relevant to their role (with prior approval of the Chair); and

providing directors with full access to senior management and employees of the Corporation.
Directors review the annual work plan for Board and committee meetings, participate in setting the agendas for such meetings and participate in annual strategic planning sessions.
The Board’s continuing education program also includes management presentations, analyst reports and regular business updates from the CEO. From January 1, 2020 to February 22, 2021, management and/or external advisors provided educational sessions and/or materials on the following:
Director Education