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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2022
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
99.8
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 14, 2022 CELESTICA INC.
By: /s/ Robert Ellis
Robert Ellis
Chief Legal Officer and
Corporate Secretary
 

 
EXHIBIT INDEX
Exhibit No.
Description
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
 

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 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 28, 2022
 

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MESSAGE FROM THE CHAIR OF THE BOARD
On behalf of the Board of Directors (the “Board”), management and employees of Celestica Inc. (the “Corporation”,“Celestica”,“we”,“us” or “our”), it is my pleasure to invite you to join us at our 2022 Annual Meeting of Shareholders (the “Meeting”) to be held on Thursday, April 28, 2022 at 9:30 a.m. EDT.
2021 Company Highlights
2021 was a successful year for Celestica, in which we met or exceeded a number of our long-term strategic objectives and financial performance goals. I want to congratulate Celestica’s President and Chief Executive Officer, Rob Mionis, and his executive leadership team for the successful execution of our multi-year transformational journey. They have led the Corporation’s 23,000+ employees through an unprecedented global pandemic and reimagined Celestica’s potential during challenging market conditions across several of our business lines. The executive leadership team made deliberate strategic choices for each of our businesses intended to drive meaningful growth and reshaped our business portfolio by focusing on value-added businesses in order to improve profitability. We believe that under Mr. Mionis’ leadership, Celestica is stronger than it has ever been — both operationally and financially — and we are firmly poised for growth.
You will read more about Celestica’s accomplishments in the letter from the Chair of the Human Resources and Compensation Committee (“HRCC”) contained in the accompanying Management Information Circular (the “Circular”).
Embracing ESG
The Board has oversight for Celestica’s strategy, policies and initiatives relating to environmental, social and governance (“ESG”) matters, and we believe that embracing ESG as a central component of Celestica’s strategy will help to create long-term value for shareholders, customers, employees, and other stakeholders. Celestica has particularly demonstrated long-standing leadership in sustainability as we seek to minimize the environmental impact of our operations and supply chains, as well as foster a positive and engaged workforce that empowers people to be their best every day.
During 2021, Celestica took many positive steps to bring diversity and inclusion into focus and further incorporate it into our culture, workplace, and talent practices. Of the director nominees, 22% are women and 33% self-identify as members of visible minorities. We maintain our commitment to the target under our Board Diversity Policy to attain Board composition of at least 30% women by 2023. The Board also oversees Celestica’s progress on diversity and inclusion throughout the organization.
Shareholder Engagement
In 2021, we proactively reached out to our shareholders for their feedback. Although the discussions led by the Chair of the HRCC, Robert A. Cascella, covered a broad range of topics, the main focus was on executive compensation. The Board believes in the importance of open and constructive dialogue with shareholders. You will read more about our shareholder engagement initiative within the Circular.
Our Opportunity Ahead
The Board is confident that Celestica is well positioned to build on the momentum gained in 2021 to drive progress in 2022, and that Celestica’s resilient and talented team will help to create long-term value for all our shareholders, customers, employees, and other stakeholders.
In Closing
On behalf of the Board of Directors, I would like to thank you for your continued support. The Board would also like to thank Eamon Ryan, who is not standing for re-election to the Board at the Meeting, for his over 13 years of service on the Board.
We encourage you to participate in the Meeting at https://meetnow.global/MWZFYUD. Please remember to exercise your vote, either during the Meeting or by completing, signing, dating and returning the form of proxy included with the notice by mail or by following the instructions for voting by telephone or internet in the form of proxy prior to the Meeting.
Yours sincerely,
[MISSING IMAGE: sg_michaelwilson-bw.jpg]
Michael M. Wilson
Chair of the Board

This letter contains forward-looking statements. See About the Information in this Circular — Cautionary Note Regarding Forward-Looking Statements starting on page 2 of the Circular.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC.
You are invited to join the Annual Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” “Celestica,” “we,” “us” or “our”) if you held multiple voting shares (“MVS”) or subordinate voting shares (“SVS”) of the Corporation as of the close of business on March 11, 2022.
When Where
Thursday, April 28, 2022
9:30 a.m. EDT
Virtual meeting via audio-only webcast
at https://meetnow.global/MWZFYUD
The business of the Meeting is to:

receive and consider the financial statements of the Corporation for its financial year ended December 31, 2021, together with the report of the auditor thereon;

elect the directors for the ensuing year;

appoint the auditor for the ensuing year;

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

approve an advisory resolution on the Corporation’s approach to executive compensation.
We will also consider other business that may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
In our continuing effort to reduce environmental impacts and improve sustainability, we have adopted the “notice-and-access” procedures permitted under applicable Canadian securities laws for distribution of the Management Information Circular (the “Circular”) and other Meeting materials to shareholders. Under the notice-and-access procedures, instead of sending paper copies of the Circular and other Meeting materials, shareholders who held MVS or SVS as of March 11, 2022 will be able to access and review these materials online. Shareholders will receive a Notice of Availability of Meeting Materials which will provide instructions of how to access the Meeting materials electronically on a website as well as how to obtain a paper copy of the Meeting materials upon request. For additional information, see Delivery of Meeting Materials and Voting Information in the accompanying Circular.
Only shareholders of record at the close of business on March 11, 2022 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 form of proxy by mail or by following the instructions for voting by telephone or internet in such 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://meetnow.global/MWZFYUD where they can participate, vote or submit questions during the virtual Meeting. For additional information including how non-registered shareholders (or beneficial owners) can participate, vote, and submit questions during the virtual Meeting, see Delivery of Meeting Materials and Voting Information in the accompanying Circular.
If you have any questions regarding the forms, please contact your broker or intermediary or the Corporation’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-888-327-0819 (toll free in North America), or at 1-416-867-2272 (collect outside North America), or by email at contactus@kingsdaleadvisors.com.
DATED at Toronto, Ontario this 10th day of March, 2022.
By Order of the Board of Directors
[MISSING IMAGE: sg_robertellis-bw.jpg]
Robert Ellis
Chief Legal Officer and Corporate Secretary
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HIGHLIGHTS
You are invited to attend and vote at the Annual Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” “Celestica,” “we,” “us” or “our”) if you held multiple voting shares or subordinate voting shares of the Corporation as of the close of business on March 11, 2022.
When Where
Thursday, April 28, 2022
9:30 a.m. EDT
Virtual meeting via audio-only webcast
at https://meetnow.global/MWZFYUD
The following summary contains highlights about Celestica and the Meeting. This summary does not contain all of the information that you should consider in advance of the Meeting, and we encourage you to read the entire Management Information Circular (the “Circular”) carefully before voting. Page references are provided to help you find further information in the Circular. For more information concerning the Meeting and voting on the proposals discussed in more detail in the Circular, please see Delivery of Meeting Materials and Voting Information therein.
Business of the Meeting
We are asking our shareholders to vote on the matters below. The Board of Directors of the Corporation (the “Board”) recommends that you vote FOR all of the resolutions set forth in the Circular on the following matters.
Voting
Recommendation
For More
Information
Annual Financial Statements
Receive and consider the financial statements of the Corporation for its financial year ended December 31, 2021, together with the report of the auditor thereon
Electing Directors
You will be electing a Board of Directors consisting of nine members. Each director nominee is qualified, experienced and committed to serving on the Board. The Board recommends you vote FOR all the director nominees.
FOR
Pages 8 - 12
Appointing and Remunerating the Auditor
KPMG LLP has served as our auditor since 1997. The Board recommends you vote FOR the appointment of KPMG LLP as our auditor for the ensuing year, and FOR the authorization of the Board to set the auditor’s remuneration.
FOR
Page 36
Advisory Say-on-Pay Resolution
We continue to engage with our shareholders with respect to our executive compensation program. The Board recommends you vote FOR our approach to executive compensation.
FOR
Pages 37 - 39
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Governance Highlights
Board Statistics
Key Governance Practices and Policies
Average age: 62 years
Average tenure: 6 years
Diversity: 22% women, 33% visible minority

Fully independent Board committees

Board orientation and continuing education

Board diversity policy

External board evaluation process

Majority voting policy

Code of business conduct and ethics

Director share ownership guidelines

Shareholder engagement and outreach
Director Nominees
Name
Age
 Director
Since 
Position
Independent
Committee Membership
2021 Meeting
Attendance   
  2021
Voting
Results
 Other Public  Company Boards
Board
Committee
Robert A. Cascella
67
2019
Former Executive Vice
President of Royal Philips
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
100%
100%
97.60%
2
Deepak Chopra
58
2018
Former President and CEO of Canada Post Corporation
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
92%
100%
98.54%
3
Daniel P. DiMaggio
71
2010
Former CEO of UPS Worldwide Logistics Group
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
100%
100%
98.42%
Laurette T. Koellner
67
2009
Former President of Boeing International
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
100%
100%
98.02%
3
Robert A. Mionis
59
2015
President and CEO of Celestica
No
100%
99.12%
Luis A. Müller
52
2021
CEO of Cohu, Inc.
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
100%
100%
1
Carol S. Perry
71
2013
Past Commissioner of the Ontario Securities Commission
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
92%
100%
98.85%
Tawfiq Popatia
47
2017
Senior Managing Director of Onex
No
100%
98.70%
Michael M. Wilson
70
2011
Former President and CEO of Agrium Inc.
Yes
Audit
Human Resources and Compensation
Nominating and Corporate Governance
100%
100%
97.64%
2
You can read more about each nominated director in the director profiles beginning on page 8 of the accompanying Circular. See also Director Skills Matrix on page 25 of the accompanying Circular.
 
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Executive Compensation Highlights
Objectives of our Executive Compensation Program
Key Executive Compensation Practices and Policies
Our executive compensation philosophy is to attract, motivate and retain the leaders who drive the success of Celestica.

Compensation mix that is incentive-driven with a large proportion that is variable or “at-risk” to support our pay for performance culture and align with shareholder interests
Our executive compensation program and practices have been designed to align pay with performance, our business strategy and shareholder interests.

Focus on long-term compensation

Performance-based vesting for certain awards

Performance-based incentive plan payouts

Caps on incentive plan payouts

Target pay opportunities consistent with market practice

Clawback policy and provisions

Shareholder engagement program

Independent advisor to Human Resources and Compensation Committee (“HRCC”)
The table below shows how named executive officer (“NEO”) compensation was aligned with performance in 2021.
Pay for Performance Alignment
Demonstrated By
At-risk compensation
90% of CEO target compensation was at-risk
82% of other NEO target compensation was at-risk
NEO performance assessments and accomplishments Comprehensive review of NEO accomplishments starting on page 61
Incentives are tied to financial results, and are formulaically determined Descriptions of how we determined short-term and long-term incentive awards starting on page 59
You can read more about executive compensation in the Compensation Discussion and Analysis beginning on page 44 of the accompanying Circular.
Shareholder Engagement Highlights
During 2021, we proactively contacted shareholders representing approximately 49% of our outstanding subordinate voting shares (“SVS”). The Chair of the HRCC, Robert A. Cascella, led this shareholder engagement initiative and participated in discussions with a number of our largest shareholders representing approximately 16% of SVS to discuss executive compensation matters.
You can read more about our shareholder engagement initiative beginning on page 37 of the accompanying Circular.
 
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Environmental, Social and Governance (“ESG”) Highlights
2021 ESG Highlights
Key ESG Practices and Policies

Continued to focus on greenhouse gas (“GHG”) emissions reduction targets in line with climate science and the goals of the Paris Agreement

Reported against the Sustainability Accounting Standards Board framework and the Task Force on Climate-related Financial Disclosures framework

Launched an action plan in response to the results of our global diversity and inclusion employee survey and held our first “Celestica Day for Diversity and Inclusion Awareness”

Introduced new policies and commitments, including the Board Diversity Policy, and reviewed our existing policies and practices to ensure they support our diversity and inclusion agenda, remove perception of favoritism and uphold equity

In July 2021, the CEO committed to meeting fundamental responsibilities in four areas: human rights, labour, environment and anti-corruption

Commitment to fostering a company-wide culture of sustainability focused on supporting people, the planet and the communities in which Celestica operates

Alignment with United Nations Sustainable Development Goals

Established an energy management system geared to align our operations with our GHG emissions reduction goals

Diversity and inclusion is incorporated in our culture, workplace, and talent practices

Embedded Board level strategy and oversight into our ESG management system

Well-defined Business Conduct Governance Policy and Compliance and Ethics program demonstrating our opposition to unethical behaviour
Measurements and Recognitions
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You can read more about our ESG practices beginning on page 30 of the accompanying Circular.
 
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MANAGEMENT INFORMATION CIRCULAR
You are entitled to attend and vote at the 2022 Annual Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” “Celestica,” “we,” “us” or “our”) if you owned our multiple voting shares (“MVS”) or subordinate voting shares (“SVS”) at the close of business on March 11, 2022. 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 at https://meetnow.global/MWZFYUD.
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 Delivery of Meeting Materials and Voting Information beginning on page 81.
We are soliciting proxies by mail, in person, by phone and/or by electronic communications and have retained Kingsdale Advisors (“Kingsdale”) as our strategic shareholder advisor and proxy solicitation agent in Canada and the United States.
After the Meeting, Robert A. Mionis, President and Chief Executive Officer (“CEO”), and Mandeep Chawla, Chief Financial Officer (“CFO”), will provide a brief overview of the Corporation’s affairs and will be available to respond to questions.
About the Information in this Circular
In this Management Information Circular (“Circular”), unless otherwise noted, all information is given as of February 22, 2022 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 2021. During that period, based on the relevant 2021 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$1.2533.
Note Regarding Foreign Private Issuer Status
As a foreign private issuer, we are exempt under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our directors, executive officers and principal shareholders are exempt from the reporting and short-swing profit recovery provisions under Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (“SEC”) as frequently or as promptly as U.S. companies the securities of which are registered under the Exchange Act, including the filing of quarterly reports on Form 10-Q or current reports on Form 8-K. However, we file our Annual Report on Form 20-F with the SEC, which contains our audited consolidated financial statements and the related notes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). We also furnish quarterly reports on Form 6-K to the SEC which contain our unaudited interim condensed consolidated financial statements for each fiscal quarter of each fiscal year prepared in accordance with IFRS as issued by the IASB. We also file reports, statements and other information with the Canadian Securities Administrators and these can be accessed electronically on SEDAR at www.sedar.com.
 
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Note Regarding Non-IFRS Financial Measures
This Circular contains references to operating margin, adjusted return on invested capital (“ROIC”) and adjusted earnings per share (“EPS”), each of which is a non-IFRS ratio. With respect to all references to these measures (wherever used in this Circular), please note the following:

Non-IFRS operating margin is defined as non-IFRS operating earnings divided by revenue. Non-IFRS operating earnings is defined as earnings (loss) before income taxes, Finance Costs (defined below), employee stock-based compensation expense, amortization of intangible assets (excluding computer software) and Other Charges (recoveries) (as defined below).

Non-IFRS adjusted ROIC is determined by dividing non-IFRS operating earnings by average net invested capital, which is derived from IFRS financial measures and is defined as total assets less: cash, right-of-use assets, accounts payable, accrued and other current liabilities and provisions, and income taxes payable, using a five-point average to calculate average net invested capital for the year.

Non-IFRS adjusted EPS is determined by dividing non-IFRS adjusted net earnings by the number of diluted weighted average shares outstanding. Non-IFRS adjusted net earnings is a non-IFRS financial measure and defined as IFRS net earnings (loss) before employee stock-based compensation expense, amortization of intangible assets (excluding computer software), Other Charges (recoveries), and adjustments for taxes (representing the tax effects of our non-IFRS adjustments and non-core tax impacts (tax adjustments related to acquisitions, and certain other tax costs or recoveries related to restructuring actions or restructured sites)).

Finance Costs consist of interest expense and fees related to the Corporation’s credit facility (including debt issuance and related amortization costs), our interest rate swap agreements, our accounts receivable sales program and customer supplier financing programs, and interest expense on our lease obligations, net of interest income earned.

Other Charges (recoveries) consist of restructuring charges, net of recoveries, transition costs (costs related to, when applicable: the relocation of our Toronto manufacturing operations and the move of our corporate headquarters into and out of a temporary location; and manufacturing line transfers from closed sites); net impairment charges; Acquisition Costs (as defined below); legal settlements (recoveries); and specified credit facility-related charges.

Acquisition Costs consist of acquisition-related consulting, transaction and integration costs, and charges or releases related to the remeasurement of indemnification assets or the release of indemnification or other liabilities recorded in connection with acquisitions.
See “Non-IFRS Financial Measures” in the Corporation’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the Corporation’s most recently completed financial year (available at www.sedar.com) and in Item 5 of the Corporation’s Annual Report on Form 20-F for the year ended December 31, 2021 (available at www.sec.gov) for, among other things, a discussion of the exclusions used to determine the non-IFRS financial measures that are components of these non-IFRS ratios, how these non-IFRS financial measures and ratios are used, and a reconciliation of historical non-IFRS operating earnings and non-IFRS adjusted net earnings to the most directly comparable IFRS financial measures, which reconciliations are incorporated herein by reference. These non-IFRS financial measures do not have any standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.
Cautionary Note Concerning Forward-Looking Statements
Certain statements contained in this Circular and the Message from the Chair of the Board include forward-looking information and, therefore, constitute forward-looking statements including, without limitation, those related to our Environmental, Social and Governance (“ESG”) and diversity commitments and goals, compensation programs, operations, anticipated financial performance, business prospects, and board and committee composition and roles. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “project,” “target,” “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may
 
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employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and applicable Canadian securities laws concerning forward-looking information.
Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: employee, stakeholder, customer, supplier and/or non-governmental organization engagement and commitment to sustainability and/or ESG initiatives (including diversity and inclusion initiatives), the cost of implementing our sustainability and/or ESG initiatives, our ability to execute our sustainability and/or ESG initiatives as planned, the effectiveness and impact of intended actions; the impact of changing legislation, regulatory initiatives, and social responsibility and sustainability initiatives generally, as well as risks related to our operational and financial performance (which may impact our ability to achieve our sustainability and/or ESG goals as anticipated); customer and segment concentration; price, margin pressures, and other competitive factors and adverse market conditions affecting, and the highly competitive nature of, the electronics manufacturing services (“EMS”) industry in general and our segments in particular (including the risk that anticipated market improvements do not materialize); delays in the delivery and availability of components, services and/or materials, as well as their costs and quality; challenges of replacing revenue from completed, lost or non-renewed programs or customer disengagements; our customers’ ability to compete and succeed using our products and services; changes in our mix of customers and/or the types of products or services we provide, including negative impacts of higher concentrations of lower margin programs; managing changes in customer demand; rapidly evolving and changing technologies, and changes in our customers’ business or outsourcing strategies; the cyclical and volatile nature of our semiconductor business; the expansion or consolidation of our operations; the inability to maintain adequate utilization of our workforce; defects or deficiencies in our products, services or designs; volatility in the commercial aerospace industry; integrating and achieving the anticipated benefits from acquisitions (including our recent acquisition of PCI Private Limited (“PCI”)) and “operate-in-place” arrangements; compliance with customer-driven policies and standards, and third-party certification requirements; challenges associated with new customers or programs, or the provision of new services; the impact of our restructuring actions, divestitures and/or productivity initiatives, including a failure to achieve anticipated benefits therefrom; the incurrence of future restructuring charges, impairment charges, other write-downs of assets or operating losses; managing our business during uncertain market, political and economic conditions, including among others, geopolitical and other risks associated with our international operations, including military actions, protectionism and reactive countermeasures, economic or other sanctions or trade barriers, including in relation to the evolving Ukraine/Russia conflict; disruptions to our operations, or those of our customers, component suppliers and/or logistics partners, including as a result of the potential adverse impacts of events outside of our control, including, among others: U.S. policies or legislation, U.S. and global tax reform; product/component tariffs on items imported into the U.S. and related countermeasures, and/or the impact of, in addition to coronavirus disease 2019 and related mutations (“COVID-19”), other widespread illness or disease; the scope, duration and impact of the COVID-19 pandemic, including its continuing adverse impact on the commercial aerospace industry; changes to our operating model; changing commodity, materials and component costs as well as labor costs and conditions; execution and/or quality issues (including our ability to successfully resolve these challenges); non-performance by counterparties; maintaining sufficient financial resources to fund currently anticipated financial actions and obligations and to pursue desirable business opportunities; negative impacts on our business resulting from newly-increased third-party indebtedness; negative impacts on our business resulting from any significant uses of cash (including for the acquisition of PCI), securities issuances, and/or additional increases in third-party indebtedness (including as a result of an inability to sell desired amounts under our uncommitted accounts receivable sales program); operational impacts that may affect PCI’s ability to achieve anticipated financial results; foreign currency volatility; our global operations and supply chain; competitive bid selection processes; customer relationships with emerging companies; recruiting or retaining skilled talent; our dependence on industries affected by rapid technological change; our ability to adequately protect intellectual property and confidential information; increasing taxes, tax audits, and challenges of defending our tax
 
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positions; obtaining, renewing or meeting the conditions of tax incentives and credits; the management of our information technology systems, and the fact that while we have not been materially impacted by computer viruses, malware, ransomware, hacking attempts or outages, we have been (and may continue to be) the target of such events; the inability to prevent or detect all errors or fraud; the variability of revenue and operating results; unanticipated disruptions to our cash flows; compliance with applicable laws and; our pension and other benefit plan obligations; changes in accounting judgments, estimates and assumptions; the need to refinance our third-party debt from time-to-time; our ability to maintain compliance with applicable credit facility covenants; interest rate fluctuations and the cessation of LIBOR; deterioration in financial markets or the macro-economic environment; our credit rating; the interest of our controlling shareholder; current or future litigation, governmental actions, and/or changes in legislation or accounting standards; negative publicity; the impact of climate change; and our ability to achieve our ESG initiative goals, including with respect to diversity and inclusion and climate change. The foregoing list of risks is not exhaustive. The foregoing and other material risks and uncertainties are discussed in our public filings at www.sedar.com and www.sec.gov, including in our most recent MD&A, our 2021 Annual Report on Form 20-F filed with, and subsequent reports on Form 6-K furnished to, the U.S. Securities and Exchange Commission, and as applicable, the Canadian Securities Administrators.
The forward-looking statements contained in this Circular are based on various assumptions, many of which involve factors that are beyond our control. The foregoing and other material risks and uncertainties and assumptions are discussed in our public filings at www.sedar.com and www.sec.gov, including in our most recent MD&A, our 2021 Annual Report on Form 20-F filed with, and subsequent reports on Form 6-K furnished to, the U.S. Securities and Exchange Commission, and as applicable, the Canadian Securities Administrators. Forward-looking statements speak only as of the date on which they are made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Additional Information
You can find further information concerning the Corporation on our website at www.celestica.com. The Circular and other relevant Meeting materials are available on our website at www.celestica.com/shareholder-documents. We encourage you to visit our website before attending the Meeting, as it provides useful information regarding the Corporation. The Corporation’s Annual Report on Form 20-F, quarterly financial statements and MD&A for the first three quarters of each year are also available on our website at www.celestica.com under “Investor Relations.” 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.
 
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PRINCIPAL HOLDERS OF VOTING SHARES
As of February 22, 2022, 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%
14.9%
81.5%
397,045 SVS
*
*
*
Gerald W. Schwartz(2)
Toronto, Ontario
Canada
18,600,193 MVS
100.0%
14.9%
81.5%
517,702 SVS
*
*
*
Letko, Brosseau & Associates Inc.(3)
Montréal, Québec
Canada
13,251,527 SVS
12.5%
10.6%
2.3%
*
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 8, 2022, reporting ownership as of January 31, 2022.
Dual Class Share Structure
Celestica’s dual class share structure has been in place since we completed our initial public offering in 1998. Since then, Onex has beneficially owned all of our outstanding MVS. The Corporation’s dual class share structure is a feature that is well known to investors. Such a structure, in combination with a committed, long-term, controlling shareholder, is recognized as providing for a significant positive impact on corporate value. Such benefits are realized by permitting management and the Board to focus on long-term success by making decisions without the need to satisfy short-term financial expectations that can be detrimental and result in the incurrence of disproportionate risks (relative to expected rewards) for stakeholders. The Board rejects the proposition that dual class share structures are inherently unfair or improper. While in the vast majority of matters that come before the Board the interests of the holders of MVS and SVS are entirely aligned, the Board recognizes that to fulfill Celestica’s commitment to good governance, a dual-class share structure requires vigilance and robust governance practices. Further, the Corporation has adopted a majority voting policy consistent with the rationale underlying the Toronto Stock Exchange’s (“TSX”) majority voting requirements even though the Corporation is exempt from such requirements. See below under Majority Voting Policy. The approval of the holders of each class of shares, voting separately as a class, is required for certain fundamental actions by the Corporation, including any amendments to the Restated Articles of Incorporation of the Corporation (the “Articles”) to add, change or remove any rights, privileges, restrictions and conditions in respect of all or any of its shares. Accordingly, any changes to the Corporation’s dual class
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share structure are not exclusively within the power of the Board or the Corporation’s public shareholders, requiring the approval of the holders of SVS and the approval of Onex as the holder of the MVS.
Onex has entered into a “coat-tail” 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 Articles also provide protection to the holders of the SVS by providing that the MVS will be converted automatically into SVS upon any transfer thereof, except (a) a transfer to Onex or any affiliate of Onex, or (b) a transfer of 100% of the outstanding MVS to a purchaser who also has offered to purchase all of the outstanding SVS for a per share consideration identical to, and otherwise on the same terms as, that offered for the MVS, and the MVS held by such purchaser thereafter shall be subject to the provisions relating to conversion (including with respect to the provisions described in this paragraph) as if all references to Onex were references to such purchaser. In addition, if (a) any holder of any MVS ceases to be an affiliate of Onex, or (b) Onex and its affiliates cease to have the right, in all cases, to exercise the votes attached to, or to direct the voting of, any of the MVS held by Onex and its affiliates, such MVS shall convert automatically into SVS on a one-for-one basis. For these purposes, (a) “Onex” includes any successor corporation resulting from an amalgamation, merger, arrangement, sale of all or substantially all of its assets, or other business combination or reorganization involving Onex, provided that such successor corporation beneficially owns directly or indirectly all MVS beneficially owned directly or indirectly by Onex immediately prior to such transaction and is controlled by the same person or persons as controlled Onex prior to the consummation of such transaction, (b) a corporation shall be deemed to be a subsidiary of another corporation if, but only if (i) it is controlled by that other, or that other and one or more corporations each of which is controlled by that other, or two or more corporations each of which is controlled by that other, or (ii) it is a subsidiary of a corporation that is that other’s subsidiary, (c) “affiliate” means a subsidiary of Onex or a corporation controlled by the same person or company that controls Onex, and (d) “control” means beneficial ownership of, or control or direction over, securities carrying more than 50% of the votes that may be cast to elect directors if those votes, if cast, could elect more than 50% of the directors. For these purposes, a person is deemed to beneficially own any security which is beneficially owned by a corporation controlled by such person. In addition, if at any time the number of outstanding MVS shall represent less than 5% of the aggregate number of the outstanding MVS and SVS, all of the outstanding MVS shall be automatically converted at such time into SVS on a one-for-one basis.
INFORMATION RELATING TO OUR DIRECTORS
Election of Directors
All nine director nominees are qualified and experienced, and have agreed to serve on the Board. If elected, they will hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed, unless such office is earlier vacated in accordance with the Corporation’s by-laws. All of the nominees are currently directors of the Corporation. The 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.
As previously disclosed, the Nominating and Corporate Governance Committee (“NCGC”) implemented a comprehensive board composition review in 2020 taking into account the composition of the Board, Board diversity and the Board’s retirement policy. In connection with this review, an ad hoc Director Search Committee comprised of Messrs. Cascella, Mionis, Popatia and Wilson was created to identify potential director nominees. The NCGC recommended, and the Board approved, an exception to the retirement policy
 
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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 the COVID-19 pandemic. Mr. Ryan is not standing for re-election to the Board at the Meeting. Mr. Cascella was appointed as Chair of the HRCC effective as of the Corporation’s 2021 Annual Meeting of Shareholders (“2021 AGM”). The Director Search Committee continued its search for a new director following the 2021 AGM, adhering to the Board Diversity Policy with respect to identifying women and other diverse candidates. An initial candidate list of 50% women was developed by the Director Search Committee with the assistance of a director search firm tasked with this objective. Suitable candidates were interviewed by the members of the Director Search Committee. Ultimately, Dr. Müller was appointed to the Board effective August 31, 2021 on the basis that he will make a strong contribution and provide the background, skills, experience and diversity needed by the Board in view of the Corporation’s strategy.
We maintain our commitment to the 2023 target of 30% women on the Board and intend to commence a search, following the Meeting, for a new director with an initial candidate list comprised of no less than 50% women in accordance with our Board Diversity Policy. See Corporate Governance — Board Diversity.
Unless authority to do so is withheld, shares represented by proxies in favour of Mr. Wilson or Mr. Mionis (or their designees) (the “Proxy Nominees”) will be voted in favour of each of the nominees listed below for election as directors. Management of the Corporation does not contemplate that any of the nominees will be unable, or for any reason unwilling, to serve as a director, but if that should occur for any reason prior to their election, the Proxy Nominees may, in their discretion, nominate and vote for another nominee.
Majority Voting Policy
The Board has adopted a policy that requires, in an uncontested election of directors, that shareholders be able to vote in favour of, or to withhold from voting, separately for each director nominee. If, with respect to any particular nominee, other than the controlling shareholder or a representative of the controlling shareholder, the number of shares withheld from voting by shareholders other than the controlling shareholder and its associates exceeds the number of shares that are voted in favour of the nominee, by shareholders other than the controlling shareholder and its associates, then the Board shall determine, and in so doing shall give due weight to the rights of the controlling shareholder, whether to require the nominee to resign from the Board and, if so required, any such nominee shall immediately tender his or her resignation. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered. The Board shall determine whether to accept the resignation, which, if accepted, shall be effective immediately upon such acceptance. The Board shall accept such resignation absent exceptional circumstances. Such a determination by the Board shall be made, and promptly announced by press release (a copy of which will be provided to the 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
The proposed Board has an average age of 62 and average tenure of six years. Two of the nine nominees are women (22%), including the current chair of the Audit Committee. Three of the other nominees self-identify as members of visible minorities (33%) 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.
 
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Nominees for Election as Director
[MISSING IMAGE: ph_robertcascella-bw.jpg]
Robert A. Cascella
Boca Raton, Florida
U.S.
Director Since: 2019
Age: 67
Status: Independent
Areas of Expertise:

Executive Leadership

Healthcare Technology

Strategy and M&A
Other Current Public Board
Directorships:

Neuronetics, Inc. (since 2021)

Mirion Technologies
(since 2021)
2021 Annual Meeting
Votes in Favour: 97.60%
Votes Withheld: 2.40%
Mr. Cascella retired from Royal Philips, a public Dutch multinational healthcare company, in 2021, where he most recently served as Special Advisor and Strategic Business Development Leader. 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 from 2016 to 2021. Since 2021, he has served on the board of directors of Metabolon Inc., a private company using metabolomics to assist in the discovery of biomarkers. Mr. Cascella 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 Mirada Medical. He holds a Bachelor’s degree in Accounting from Fairfield University.
Mr. Cascella sits on the Audit Committee, HRCC (Chair), and NCGC.
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
13 of 13
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
50,883
$566,328
2020
37,028
$412,122
50,883
$566,328
Yes
Change
13,855
$154,206
[MISSING IMAGE: ph_deepakchopra-bw.jpg]
Deepak Chopra
Toronto, Ontario Canada
Director Since: 2018
Age: 58
Status: Independent
Areas of Expertise:

Executive Leadership

Logistics and e-Commerce
Supply-Chain

Global Strategic Development

Audit Committee financial
expert
Other Current Public Board
Directorships:

The North West Company Inc.
(since 2018)

The Descartes Systems
Group Inc. (since 2020)

Sun Life Financial Inc.
(since 2021)
2021 Annual Meeting
Votes in Favour: 98.54%
Votes Withheld: 1.46%
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 New York Stock Exchange (“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
12 of 13
Board 92%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
68,612
$763,651
2020
48,816
$543,322
68,612
$763,651
Yes
Change
19,796
$220,329
 
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[MISSING IMAGE: ph_dandimaggio-bw.jpg]
Daniel P. DiMaggio
Duluth, Georgia
U.S.
Director Since: 2010
Age: 71
Status: Independent
Areas of Expertise:

Executive Leadership

Global Operations and
Supply Chain

Financial Literacy
Other Current Public Board
Directorships: None
2021 Annual Meeting
Votes in Favour: 98.42%
Votes Withheld: 1.58%
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
13 of 13
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
262,270
$2,919,065
2020
242,474
$2,698,736
262,270
$2,919,065
Yes
Change
19,796
$220,329
[MISSING IMAGE: ph_lkoellner-bw.jpg]
Laurette T. Koellner
Merritt Island, Florida
U.S.
Director Since: 2009
Age: 67
Status: Independent
Areas of Expertise:

Public Company Board
Expertise

Audit and Finance

Human Resources

Audit Committee financial
expert
Other Current Public Board
Directorships:

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

The Goodyear Tire & Rubber
Company (since 2015)

Nucor Corporation (since 2015)
2021 Annual Meeting
Votes in Favour: 98.02%
Votes Withheld: 1.98%
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
13 of 13
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
267,099
$2,972,812
2020
252,779
$2,813,430
267,099
$2,972,812
Yes
Change
14,320
$159,382
 
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[MISSING IMAGE: ph_robertmionis-bw.jpg]
Robert A. Mionis
Hampton, New Hampshire
U.S.
Director Since: 2015
Age: 59
Status: Not Independent
Areas of Expertise:

Strategy

Business Transformation
and Development

Operations

Technology and Engineering
Other Current Public Board
Directorships: None
2021 Annual Meeting
Votes in Favour: 99.12%
Votes Withheld: 0.88%
Mr. Mionis is currently the President and CEO of the Corporation, and is a member of the Board of Directors. For a description of his role as President and CEO, see Compensation Discussion and Analysis below.
From July 2013 until August 2015, he was an Operating Partner at Pamplona Capital Management (“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. From 2018 to 2021, Mr. Mionis served on the board of Shawcor Ltd., a Canadian oilfield services company listed on the TSX. 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
13 of 13
100%
EXECUTIVE SHARE OWNERSHIP(3)
As of
Dec. 31
SVS
RSUs
PSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
845,167
$9,406,709
571,528
$6,361,107
397,612
$4,425,421
2020
642,441
$7,150,368
562,764
$6,263,563
106,869
$1,189,452
1,814,307
$20,193,237
Yes
Change
202,726
$2,256,341
8,764
$97,544
290,743
$3,235,969
[MISSING IMAGE: ph_luismuller-bw.jpg]
Luis A. Müller
San Diego, California
U.S.
Director Since: 2021(1)
Age: 52
Status: Independent
Areas of Expertise:

Executive Leadership

Capital Equipment

Business Development and
Strategy
Other Current Public Board
Directorships:

Cohu, Inc. (since 2014)
2021 Annual Meeting(1)
Votes in Favour: N/A
Votes Withheld: N/A
Dr. Müller has 25 years of business and technical leadership in the semiconductor industry. In 2014, he assumed his current role as Chief Executive Officer and board member of Cohu, Inc. a Nasdaq-listed global leader in back-end semiconductor equipment and services. Prior to joining Cohu, Dr. Müller cofounded Kinetrix, Inc. and later joined Teradyne, a Nasdaq-listed advanced test solutions company, when it acquired Kinetrix.
Dr. Müller has a PhD in mechanical engineering from the Massachusetts Institute of Technology and a BS and MS in mechanical engineering from Universidade Federal Santa Catarina.
Dr. Müller sits on the Audit Committee, HRCC, and NCGC.
BOARD AND COMMITTEE ATTENDANCE(1)
ATTENDANCE
TOTAL ATTENDANCE
Board
4 of 4
Board 100%
Audit Committee
2 of 2
Committee 100%
HRCC
3 of 3
NCGC
2 of 2
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
5,629
$62,651
2020
N/A
N/A
N/A
N/A
N/A
N/A
5,629
$62,651
N/A
Change
5,629
$62,651
 
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[MISSING IMAGE: ph_carolperry-bw.jpg]
Carol S. Perry
Toronto, Ontario
Canada
Director Since: 2013
Age: 71
Status: Independent
Areas of Expertise:

Capital Markets

Finance and Treasury

Corporate Governance
and Securities Regulation

Audit Committee financial
expert
Other Current Public Board
Directorships: None
2021 Annual Meeting
Votes in Favour: 98.85%
Votes Withheld: 1.15%
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 AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
12 of 13
Board 92%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
222,127
$2,472,274
2020
195,731
$2,178,486
222,127
$2,472,274
Yes
Change
26,396
$293,788
[MISSING IMAGE: ph_tawfiqpopatia-bwlr.jpg]
Tawfiq Popatia
Toronto, Ontario
Canada
Director Since: 2017
Age: 47
Status: Not Independent
Areas of Expertise:

Finance and Capital
Markets

Aerospace and
Transportation

Business Development
Other Current Public Board
Directorships: None
2021 Annual Meeting
Votes in Favour: 98.70%
Votes Withheld: 1.30%
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
13 of 13
100%
DIRECTOR SHARE OWNERSHIP(2)(4)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
2020
N/A
Change
 
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[MISSING IMAGE: ph_mikewilson-bw.jpg]
Michael M. Wilson
Bragg Creek, Alberta
Canada
Director Since: 2011
Age: 70
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)
2021 Annual Meeting
Votes in Favour: 97.64%
Votes Withheld: 2.36%
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 (Chair).
BOARD AND COMMITTEE ATTENDANCE
ATTENDANCE
TOTAL ATTENDANCE
Board
13 of 13
Board 100%
Audit Committee
6 of 6
Committee 100%
HRCC
6 of 6
NCGC
5 of 5
DIRECTOR SHARE OWNERSHIP(2)
As of
Dec. 31
SVS
DSUs
RSUs
Total
#
Total
Value
Target
Met
#
$
#
$
#
$
2021
20,000
$222,600
283,131
$3,151,248
40,602
$451,900
2020
20,000
$222,600
283,131
$3,151,248
343,733
$3,825,748
Yes
Change
40,602
$451,900
(1)
Dr. Müller was appointed to the Board, and each committee of which he is a member, effective August 31, 2021 and is being proposed for election for the first time at the Meeting.
(2)
The securities in the table represent all SVS beneficially owned, and all deferred share units (“DSUs”) and unvested restricted share units (“RSUs”) held as of December 31, 2020 and December 31, 2021 (as applicable). The $ value and “Total Value” of all such securities is based on the closing price of SVS on the NYSE on December 31, 2021 ($11.13). 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).
(3)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines instead of the Director Share Ownership Guidelines. See Executive Share Ownership. The securities in the table for 2020 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2020, as well as performance share units (“PSUs”) that settled at 26% of target on January 30, 2021. The securities in the table for 2021 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2021, as well as PSUs that vested at 74% of target on February 6, 2022. 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, 2021 ($11.13).
(4)
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 (26,396 DSUs in 2021 and 41,180 DSUs in 2020). See footnote 9 to Table 3.
 
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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 2021 is set forth in Table 2 below.
Table 2: Directors’ Fees(1)
Element
Director Fee Structure for 2021(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 9 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 2021. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2021).
(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 as of March 2020 as Board/Committees meetings had been held virtually due to COVID-19. However, travel fees were paid to directors who traveled outside of their home state or province to attend in person the October 2021 Board meetings, which were held as hybrid virtual and in-person meetings.
(5)
The Chair of the Board also served as the Chair of the NCGC in 2021, 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
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grant of RSUs will vest in instalments of one-third per year on the first, second and third anniversary dates of the grant. Each vested RSU entitles the holder thereof to one SVS; however, if permitted by the Corporation under the terms of the grant, a director may elect to receive a payment of cash in lieu of SVS. Unvested RSUs will vest immediately on the date that the director Retires. DSUs that vest on retirement will be settled on the date that is 45 days following the date on which the director Retires, or the following business day if the 45th day is not a business day (the “Valuation Date”), or as soon as practicable thereafter. The amount used to cash-settle DSUs (if applicable) will be based on the closing price of the SVS on the Valuation Date. DSUs will in all cases be redeemed and payable on or prior to the 90th day following the date on which the director Retires.
Grants of DSUs and RSUs to directors are credited quarterly in arrears. The number of DSUs and RSUs, as applicable, granted is calculated by multiplying the amount of such director’s Annual Fees for the quarter by the percentage of the Annual Fees that the director elected to receive in the form of DSUs or RSUs, as applicable, and dividing the product by the closing price of the SVS on the NYSE on the last business day of the quarter for DSUs and the closing price of the SVS on the NYSE on the trading day preceding the date of grant for RSUs.
Directors’ Fees Earned in 2021
All compensation paid in 2021 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 earned $1,888,587 in Total Annual Fees in respect of 2021, including total grants of $897,707 in DSUs and $482,473 in RSUs (excluding fees paid to Mr. Mionis, whose compensation is set out in Table 20 of this Circular, and fees payable to Onex for the service of Mr. Popatia as a director, which are described in footnote 9 to Table 3 of this Circular).
Table 3: Director Fees Earned in Respect of 2021
Annual Fees Earned
Allocation of Annual Fees(1)(2)
Name
Annual
Board
Retainer
Annual
Committee
Chair
Retainer
Travel
Fees
Total
Fees
DSUs(3)
RSUs(3)
Cash(4)
Robert A. Cascella
$235,000
$10,096(5)
$2,500(6)
$247,596
$123,798
$123,798
Deepak Chopra
$235,000
$235,000
$176,250
$58,750
Daniel P. DiMaggio
$235,000
$235,000
$176,250
$58,750
Laurette T. Koellner
$235,000
$20,000(7)
$255,000
$127,500
$127,500
Luis A. Müller(8)
$78,546
$78,546
$58,909
$19,637
Carol S. Perry
$235,000
$235,000
$235,000
Tawfiq Popatia(9)
Eamon J. Ryan
$235,000
$4,945(5)
$239,945
$119,973(10)
$119,972
Michael M. Wilson
$360,000
$2,500(6)
$362,500
$362,500
(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 2021 Annual Fees (set forth in the “Total Fees” column above) in cash, with the balance in DSUs. Directors who had satisfied such requirements were required to elect to receive 0%, 25% or 50% of their 2021 Annual Fees in cash, with the balance either in DSUs or RSUs. The Annual Fees received by directors in DSUs for 2021 were credited quarterly, and the number of DSUs granted in respect of the amounts credited quarterly was determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $8.37 on March 31, 2021, $7.85 on June 30, 2021, $8.88 on September 30, 2021 and $11.13 on December 31, 2021. The Annual Fees received by directors in RSUs for 2021 were credited quarterly, and the number of RSUs 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 for the first two quarters, which was $8.37 on March 31, 2021 and $7.85 on June 30, 2021, and was determined using the closing price of the SVS on the NYSE on the trading day preceding the day of the grant for the last two quarters, which was $9.00 on September 29, 2021 and $11.03 on December 30, 2021.
 
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(2)
For 2021, the directors elected to receive their Annual Fees as follows:
Director
Cash
DSUs
RSUs
Robert A. Cascella
50%
50%
Deepak Chopra
25%
75%
Daniel P. DiMaggio
25%
75%
Laurette T. Koellner
50%
50%
Luis A. Müller
25%
75%
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 units issued in respect of 2021 Annual Fees which is the same as their accounting value.
(4)
Amounts in this column represent the portion of 2021 Annual Fees paid in cash.
(5)
Represents the annual retainer for the Chair of the HRCC. Mr. Ryan served as Chair of the HRCC from January 1 to April 29, 2021 and received a prorated annual Chair retainer as appropriate. Mr. Cascella was appointed Chair of the HRCC effective as of the close of the Annual Meeting of Shareholders held on April 29, 2021, and received a prorated annual Chair retainer as appropriate.
(6)
Travel fees were suspended in March 2020 as Board/Committee meetings have been held virtually due to COVID-19; however, travel fees were paid to directors who traveled outside of their home state or province to attend in person the October 2021 Board meetings, which were held as hybrid virtual and in-person meetings.
(7)
Represents the annual retainer for the Chair of the Audit Committee.
(8)
Dr. Müller was appointed to the Board of Directors effective August 31, 2021. For August 31, 2021 to September 30, 2021, Dr. Müller received a prorated quarterly annual Board retainer.
(9)
Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2021; however, Onex received compensation for providing the services of Mr. Popatia as a director in 2021 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.
(10)
In 2021, 12,770 of the RSUs previously issued to Mr. Ryan vested and were settled in SVS (on a one-for-one basis) at his election.
Directors’ Ownership of Securities
Outstanding Share-Based Awards
Information concerning all outstanding share-based awards as of December 31, 2021 made by the Corporation to each director (other than Mr. Mionis, whose information is set out in Table 21 of this Circular), including awards granted prior to 2021, is set out in Table 4. Such awards consist of DSUs and RSUs. DSUs granted to the individuals set forth below 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.
 
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Table 4: Outstanding Share-Based Awards
Number of
Outstanding Securities
Market Value of
Outstanding Securities(1)
($)
Name
DSUs
(#)
RSUs
(#)
DSUs
($)
RSUs
($)
Robert A. Cascella
50,883
$566,328
Deepak Chopra
68,612
$763,651
Daniel P. DiMaggio
262,270
$2,919,065
Laurette T. Koellner
267,099
$2,972,812
Luis A. Müller(2)
5,629
$62,651
Carol S. Perry
222,127
$2,472,274
Tawfiq Popatia(3)
Eamon J. Ryan
262,768
33,549
$2,924,608
$373,400
Michael M. Wilson
283,131
40,602
$3,151,248
$451,900
(1)
The market value of DSUs and unvested RSUs was determined using a share price of $11.13, which was the closing price of the SVS on the NYSE on December 31, 2021.
(2)
Dr. Müller was appointed to the Board of Directors effective August 31, 2021.
(3)
No share-based awards have been made to Mr. Popatia; however 317,564 DSUs have been issued to Onex (and are outstanding) pursuant to the Services Agreement since its inception, including 26,396 DSUs issued to Onex for the services of Mr. Popatia as a director of the Corporation in 2021. For further information see footnote 9 to Table 3.
Director Share Ownership Guidelines
All directors must meet our Director Share Ownership Guidelines within five years of joining the Board (unless they are employees or officers of the Corporation or Onex). 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.
Each director’s holdings of securities are reviewed annually as of December 31. The following table sets out whether each director nominee was in compliance with the Director Share Ownership Guidelines as of December 31, 2021.
Table 5: Shareholding Requirements
Shareholding Requirements
Director(1)
Target Value as of
December 31, 2021
Value as of
December 31, 2021(2)
Met Target as of
December 31, 2021
Robert A. Cascella
$352,500
$566,328
Yes
Deepak Chopra
$352,500
$763,651
Yes
Daniel P. DiMaggio
$352,500
$2,919,065
Yes
Laurette T. Koellner
$352,500
$2,972,812
Yes
Luis A. Müller(3)
$352,500
$62,651
N/A
Carol S. Perry
$352,500
$2,472,274
Yes
Michael M. Wilson
$675,000
$3,825,748
Yes
(1)
As President and CEO of the Corporation, Mr. Mionis is subject to the Executive Share Ownership Guidelines — see Executive Share Ownership. As an officer of Onex, Mr. Popatia is not subject to the Director Share Ownership Guidelines. Directors have five years from their appointment to comply with the Director Share Ownership Guidelines. Although applicable directors 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.
 
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(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 $11.13, which was the closing price of the SVS on the NYSE on December 31, 2021.
(3)
Dr. Müller was appointed to the Board of Directors effective August 31, 2021 and he is required to comply with the Director Share Ownership Guidelines within five years of his appointment.
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”:
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.
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 Corporation’s business and ensuring the implementation of appropriate systems to manage these risks with a view to achieving a proper balance between risks incurred and potential return to holders of securities of the Corporation and to the long-term viability of the corporation. Management is required to report on a quarterly basis to the Board (and the Board will review the reports) on the principal risks inherent in the business of the Corporation (including
 
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appropriate crisis preparedness, business continuity, information system controls, cybersecurity and information security, and disaster recovery plans) and the steps implemented by management to manage these risks;

succession planning;

reviewing financial reporting and regulatory compliance;

reviewing internal control and management information systems;

reviewing and approving material transactions;

establishing measures for receiving feedback from securityholders;

overseeing the general strategy, policies and initiatives relating to ESG 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 current directors (and nominees), 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 and its affiliates. 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 81.5% 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.
 
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The following chart details the Board’s determination with respect to the independence status of each director:
Table 6: Directors’ Relationships to the Corporation
Name
Independent