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tm231533-1_6k_DIV_01-tm231533-1_6k-EXPSEP - none - 1.9531407s
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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, 2023
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 13, 2023 ​ ​ 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 27, 2023
 
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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. (“Celestica”), it is my pleasure to invite you to join us at our 2023 Annual Meeting of Shareholders (the “Meeting”) to be held on Thursday, April 27, 2023 at 9:30 a.m. EDT, in a virtual format through a live audio-only webcast. 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. It also is a more cost-efficient and environmentally friendly way to engage with shareholders. The platform for the Meeting will provide shareholders the ability to listen to the Meeting live, submit questions and submit their vote during the Meeting.
2022 Company Highlights
In 2022, despite a challenging macro environment, Celestica delivered strong results, exceeded our financial targets and returned to top-line annual revenue growth. Celestica’s impressive financial performance reflects the rigorous focus of our President and Chief Executive Officer, Rob Mionis, and his executive leadership team on executing strategic initiatives designed to diversify our business and grow our exposure to high-value markets while continuing to build trust with our shareholders, customers and employees. We are confident that Celestica’s strategic initiatives will help sustain our trajectory of solid financial performance into 2023, and over the long-term. You will read more about Celestica’s accomplishments in the letter from the Chair of the Human Resources and Compensation Committee contained in the accompanying Management Information Circular (the “Circular”).
Shareholder Feedback
As we continue to oversee Celestica’s strategy and provide meaningful oversight, our Board and our company benefit from the input and feedback from our shareholders. We continued to meet with shareholders during 2022 and in early 2023 as part of our shareholder engagement program. Among other things, we discussed Celestica’s executive compensation philosophy and pay-for-performance strategy, succession planning, and diversity and inclusion. We appreciate and value this dialogue and the insight it provides. You can read more about our shareholder engagement initiative in the Circular under ESG Matters — Shareholder Engagement and Outreach.
Board Diversity
Our highly-engaged Board reflects a balance of diverse expertise, experience, skills, background and perspectives. In 2022, we appointed two new directors, Françoise Colpron and Jill Kale, who will stand for election for the first time at the Meeting. Mses. Colpron and Kale are highly qualified and accomplished business leaders who bring a breadth of expertise in technology to the Board. Their appointments mark the achievement of our gender diversity target of 30% women on the Board. In addition, we recently updated our Board Diversity Policy to establish a goal of maintaining a Board composition in which at least 30% of the Board identify as women and at least one Board member identifies as an Indigenous person, a member of a visible minority, has a disability, or is LGBTQ+. You can find out more information about all of our directors and our Board Diversity Policy in the Circular under Information Relating to Our Directors — Election of Directors — Board Composition and Corporate Governance — Board Diversity.
In Closing
The Board would also like to take this opportunity to thank Carol Perry, who is not standing for re-election to the Board at the Meeting, for her service and the contributions she has brought to the Board since joining in 2013.
On behalf of the Board, I would like to thank our shareholders for your continued support, and we encourage you to participate in the Meeting at https://meetnow.global/MR6KD4X. Please remember to exercise your vote, either during the Meeting or by completing, signing, dating and returning the form of proxy 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 3 of the Circular.
​
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​ HIGHLIGHTS ​ ​ ​ ​ v ​ ​
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​ ​ ​ ​ ​ A-1 ​ ​
 
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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 10, 2023.
​ When ​ ​ Where ​
​ Thursday, April 27, 2023
9:30 a.m. EDT 		​ ​ Virtual meeting via audio-only webcast
at https://meetnow.global/MR6KD4X 		​
The business of the Meeting is to:
•
receive and consider the financial statements of the Corporation for its financial year ended December 31, 2022, 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 related materials of the Meeting (the “Meeting Materials”) to shareholders. Under the notice-and-access procedures, instead of sending paper copies of the Circular and the Meeting Materials, shareholders who held MVS or SVS as of March 10, 2023 will be able to access and review the Circular and Meeting Materials online. Shareholders will receive a Notice of Availability of Meeting Materials which will provide instructions of how to access the Circular and Meeting Materials electronically on a website as well as how to obtain a paper copy of the Circular and 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 10, 2023 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/MR6KD4X 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.
DATED at Toronto, Ontario this 9th day of March, 2023.
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 10, 2023.
​ When ​ ​ Where ​
​ Thursday, April 27, 2023
9:30 a.m. EDT 		​ ​ Virtual meeting via audio-only webcast
at https://meetnow.global/MR6KD4X 		​
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, 2022, together with the report of the auditor thereon 		​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Electing Directors
You will be electing a Board of Directors consisting of ten 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 7 - 13
​ ​
​ ​ 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 33 and 37
​ ​
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​ Governance Highlights ​
During 2022, we were focused on supporting thoughtful Board renewal and promoting Board diversity, with a particular emphasis on appointing additional women, and we announced the appointment of two women to the Board.
​ ​
Board Nominee Statistics
​ ​ ​
Key Governance Practices and Policies
​ ​
​ ​
Average age: 61 years
Average tenure: six years
Diversity: 30% women, 30% 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
​ ​ ​
2022 Meeting
Attendance   
​ ​ ​
  2022
Voting
Results
​ ​ ​
 Other Public  Company Boards 
​ ​
​
Board
​ ​ ​
Committee
​ ​
​ ​
Robert A. Cascella
​ ​ ​
68
​ ​ ​
2019
​ ​ ​
Former Executive Vice
President of Royal Philips
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.54%
​ ​ ​
3
​ ​
​ ​ Deepak Chopra ​ ​ ​
59
​ ​ ​
2018
​ ​ ​
Former President and CEO of Canada Post Corporation
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
97.98%
​ ​ ​
3
​ ​
​ ​ Françoise Colpron ​ ​ ​
52
​ ​ ​
2022
​ ​ ​
Former Group President, North America of Valeo SA
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
1
​ ​
​ ​
Daniel P. DiMaggio
​ ​ ​
72
​ ​ ​
2010
​ ​ ​
Former CEO of UPS Worldwide Logistics Group
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.21%
​ ​ ​
—
​ ​
​ ​ Jill Kale ​ ​ ​
63
​ ​ ​
2022
​ ​ ​
Former Sector President of Cobham Advanced Electronic Solutions
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​
Laurette T. Koellner
​ ​ ​
68
​ ​ ​
2009
​ ​ ​
Former President of Boeing International
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
97.24%
​ ​ ​
3
​ ​
​ ​ Robert A. Mionis ​ ​ ​
59
​ ​ ​
2015
​ ​ ​
President and CEO of Celestica
​ ​ ​
No
​ ​ ​
—
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
98.74%
​ ​ ​
—
​ ​
​ ​ Luis A. Müller ​ ​ ​
53
​ ​ ​
2021
​ ​ ​
CEO of Cohu, Inc.
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.78%
​ ​ ​
1
​ ​
​ ​ Tawfiq Popatia ​ ​ ​
48
​ ​ ​
2017
​ ​ ​
Senior Managing Director of Onex
​ ​ ​
No
​ ​ ​
—
​ ​ ​
88%
​ ​ ​
—
​ ​ ​
98.49%
​ ​ ​
—
​ ​
​ ​
Michael M. Wilson
​ ​ ​
71
​ ​ ​
2011
​ ​ ​
Former President and CEO of Agrium Inc.
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
94.23%
​ ​ ​
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 annual 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 the Corporation’s performance in 2022.
​ ​
Pay-for-Performance Alignment
​ ​ ​
Demonstrated By
​ ​
​ ​ At-risk compensation ​ ​ ​
90% of CEO target compensation was at-risk
81% of other NEO target compensation was at-risk
​ ​
​ ​ NEO performance assessments and accomplishments ​ ​ ​ Comprehensive review of NEO accomplishments starting on page 59 ​ ​
​ ​ 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 58 ​ ​
You can read more about 2022 executive compensation in the Compensation Discussion and Analysis beginning on page 43 of the accompanying Circular.
​ Shareholder Engagement Highlights ​
In the fourth quarter of 2022 and early 2023, as part of our shareholder engagement program, we proactively contacted 13 shareholders representing approximately 39% of the 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 20% of the outstanding SVS to discuss executive compensation and other matters.
You can read more about our shareholder engagement initiative on page 33 of the accompanying Circular.
 
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​ Environmental, Social and Governance (“ESG”) Highlights ​
​ ​
2022 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 consistent with the Sustainability Accounting Standards Board framework and the Task Force on Climate-related Financial Disclosures framework, and completed Celestica’s first UN Communication on Progress
​
•
Invested in additional on-site renewable energy capacity through photovoltaic system installations
​
•
Launched an ESG Committee consisting of company leaders and subject-matter experts to help chart the course for future strategy and investments
​
•
Reviewed progress on the promotion of diversity and inclusion initiatives
​
•
Updated our Board Diversity Policy to establish a goal of maintaining a Board composition in which at least 30% of the Board identify as women and at least one Board member identifies as an Indigenous person, a member of a visible minority, has a disability, or is LGBTQ+
​
•
Held our second “Celestica Day for Diversity and Inclusion Awareness”
​
•
Launched our “Employee Value Proposition” based on employee input on their experience and what they value about working at Celestica
​
•
Expanded employee resource groups to promote and encourage inclusive practices through collaboration and education
​
 ​ ​ ​
•
Commitment to fostering a company-wide culture of sustainability focused on supporting people, the planet and the communities in which Celestica operates
​
•
Adoption of ten United Nations Sustainable Development Goals
​
•
Establishment of an energy management system geared to align our operations with our GHG emissions reduction goals
​
•
Diversity and inclusion are incorporated into 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
​
•
ESG measures are included in the individual performance objectives of each NEO’s performance scorecard
​
 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​
Measurements and Recognitions
[MISSING IMAGE: pht_ecovadisbest-4c.jpg]
You can read more about our ESG practices beginning on page 30 of the accompanying Circular.
 
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[MISSING IMAGE: lg_celesticainc-bw.jpg]
​ MANAGEMENT INFORMATION CIRCULAR ​
You are entitled to attend and vote at the 2023 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 10, 2023. 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/MR6KD4X.
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.
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 21, 2023. Unless indicated otherwise: (i) all dollar amounts are expressed in United States (“U.S.”) dollars; (ii) all references to “U.S.$” or “$” are to U.S. dollars and all references to “C$” are to Canadian dollars; and (iii) any reference in this Circular to a conversion between U.S.$ and C$ is a conversion at the average of the exchange rates in effect for 2022. During 2022, based on the relevant 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 daily exchange rate was $1.00 = C$1.3014.
​ 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 with securities 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. These reports can be accessed electronically through EDGAR at www.sec.gov. 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 non-IFRS operating margin, adjusted return on invested capital (“ROIC”), adjusted free cash flow, and adjusted earnings per share (“EPS”), each of which is a non-IFRS financial measure (including non-IFRS financial ratios). 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 from operations before employee stock-based compensation expense, amortization of intangible assets (excluding computer software) and Other Charges, net of recoveries (as defined below).
​
•
Non-IFRS adjusted ROIC is determined by dividing annualized 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 free cash flow is defined as cash provided by (used in) operations after the purchase of property, plant and equipment (net of proceeds from the sale of certain surplus equipment and property), lease payments and Finance Costs (defined below) paid (excluding any debt issuance costs and when applicable, credit facility waiver fees paid). Non-IFRS adjusted free cash flow does not represent residual cash flow available to us for discretionary purposes.
​
•
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 is defined as IFRS net earnings (loss) before employee stock-based compensation expense, amortization of intangible assets (excluding computer software), Other Charges, net of 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 our credit facility (including debt issuance and related amortization costs), our interest rate swap agreements, our total return swap agreement, our accounts receivable sales program and customer supplier financing programs, and interest expense on our lease obligations, net of interest income earned.
​
•
Other Charges, net of recoveries consist of restructuring charges, net of recoveries, transition costs (costs related to: (i) manufacturing line transfers from closed sites; (ii) the sale of real properties unrelated to restructuring actions; and (iii) in prior periods, the relocation of our Toronto manufacturing operations and corporate headquarters in connection with the 2019 sale of our former Toronto real property); 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.
​
Prior to the second quarter of 2022 (Q2 2022), adjusted free cash flow was referred to as free cash flow, but has been renamed. Its composition remains unchanged. In addition, prior to Q2 2022, non-IFRS operating earnings was reconciled to IFRS earnings before income taxes, and non-IFRS operating margin was reconciled to IFRS earnings before income taxes as a percentage of revenue, but commencing in Q2 2022, are reconciled to IFRS earnings from operations, and IFRS earnings from operations as a percentage of revenue, respectively (as the most directly comparable IFRS financial measures). This modification did not impact either resultant non-IFRS financial measure. Since non-IFRS adjusted ROIC is based on non-IFRS operating earnings, in comparing this measure to the most directly-comparable financial measure determined using IFRS measures (which we refer to as IFRS ROIC), commencing in the third quarter of 2022, our calculation of IFRS ROIC is based on IFRS earnings from operations (instead of IFRS earnings before income taxes). This modification did not impact the determination of non-IFRS adjusted ROIC. Prior period reconciliations and calculations included herein reflect the current presentation.
 
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See “Non-IFRS Financial Measures” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the year ended December 31, 2022 (available at www.sedar.com) and in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2022 (“2022 20-F”) (available at www.sec.gov) for, among other things, a discussion of the exclusions used to determine these non-IFRS financial measures and ratios, or the non-IFRS financial measures that are components of non-IFRS ratios, how these non-IFRS financial measures and ratios are used, and a reconciliation of historical non-IFRS financial measures and ratios to the most directly comparable IFRS financial measures, which reconciliations are incorporated herein by reference. These non-IFRS financial measures and ratios do not have any standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies.
​ Cautionary Note Regarding 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 (and our CEO’s) Environmental, Social and Governance (“ESG”) commitments and goals (including those related to sustainability and diversity and inclusion), our compensation program and related shareholder feedback, our intention to launch an employee engagement survey in 2023, our operations and anticipated financial performance, shareholder value, 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,” “goal,” “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995 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 ESG initiatives, the cost of implementing our ESG initiatives, our ability to execute our ESG initiatives as planned and achieve our ESG targets and goals, 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 ESG targets and goals as anticipated or anticipated financial performance), including: customer and segment concentration; challenges of replacing revenue from completed, lost or non-renewed programs or customer disengagements; managing our business during uncertain market, political and economic conditions, including among others, global inflation and/or recession, and 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 Russia/Ukraine conflict; managing changes in customer demand; our customers’ ability to compete and succeed using our products and services; delays in the delivery and availability of components, services and/or materials, as well as their costs and quality; our inventory levels and practices; the cyclical and volatile nature of our semiconductor business; 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; price, margin pressures, and other competitive factors and adverse market conditions affecting, and the highly competitive nature of, the electronic manufacturing services (“EMS”) and original design manufacturer industries in general and our segments in particular (including the risk that anticipated market conditions do not materialize); challenges associated with new customers or programs, or the provision of new services; interest rate fluctuations; rising commodity, materials and component costs as well as rising labor costs and changing labor conditions; changes in U.S. policies or legislation; customer relationships with emerging companies; recruiting or retaining skilled talent; our ability to adequately protect intellectual property and confidential information; the variability of revenue and operating results; unanticipated disruptions to our cash flows; deterioration in financial markets or the macro-economic environment,
 
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including as a result of global inflation and/or recession; maintaining sufficient financial resources to fund currently anticipated financial actions and obligations and to pursue desirable business opportunities; the expansion or consolidation of our operations; the inability to maintain adequate utilization of our workforce; integrating and achieving the anticipated benefits from acquisitions and “operate-in-place” arrangements; execution and/or quality issues (including our ability to successfully resolve these challenges); non-performance by counterparties; negative impacts on our business resulting from any significant uses of cash, 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 or supplier financing programs); disruptions to our operations, or those of our customers, component suppliers and/or logistics partners, including as a result of events outside of our control (including those described under “External Factors that May Impact our Business” of the 2022 20-F); defects or deficiencies in our products, services or designs; volatility in the commercial aerospace industry; compliance with customer-driven policies and standards, and third-party certification requirements; negative impacts on our business resulting from our third-party indebtedness; the scope, duration and impact of the coronavirus disease 2019 and related mutations (“COVID-19”) pandemic and materials constraints; declines in U.S. and other government budgets, changes in government spending or budgetary priorities, or delays in contract awards; failure of the U.S. federal government to manage its fiscal matters or to raise or further suspend the debt ceiling, and changes in the amount of U.S. federal debt; the military conflict between Russia and Ukraine; changes to our operating model; foreign currency volatility; our global operations and supply chain; competitive bid selection processes; our dependence on industries affected by rapid technological change; rapidly evolving and changing technologies, and changes in our customers’ business or outsourcing strategies; increasing taxes (including as a result of global tax reform), tax audits, and challenges of defending our tax 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 incidents or outages, we have been (and may in the future be) the target of such events; the impact of our restructuring actions and/or productivity initiatives, including a failure to achieve anticipated benefits therefrom; the incurrence of future restructuring charges, impairment charges, other unrecovered write-downs of assets (including inventory) or operating losses; the inability to prevent or detect all errors or fraud; compliance with applicable laws and regulations; our pension and other benefit plan obligations; changes in accounting judgments, estimates and assumptions; our ability to maintain compliance with applicable credit facility covenants; the discontinuation of LIBOR; our entry into a total return swap agreement; our ability to refinance our indebtedness from time to time; our credit rating; the interest of our controlling shareholder; current or future litigation, governmental actions, and/or changes in legislation or accounting standards; volatility in our stock price; the impermissibility of SVS repurchases, or a determination not to repurchase SVS, under any normal course issuer bid; potential unenforceability of judgments; negative publicity; and the impact of 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 2022 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, including those related to our ability to: successfully implement our ESG initiatives as intended; further invest in renewable energy; enhance cross-functional collaboration on ESG initiatives; and engage our full value chain on ESG practices, as well as assumptions related to the effectiveness and impact of such planned actions and science-based targets, as well as those discussed in our public filings at www.sedar.com and www.sec.gov, including in our most recent MD&A, our 2022 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. Material operational risks and uncertainties and assumptions are discussed in such public filings. Forward-looking statements speak only as of the date on which they are made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
 
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​ Additional Information ​
You can find further information concerning the Corporation on our website at www.celestica.com. The Circular and the 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 Reports 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.
​
PRINCIPAL HOLDERS OF VOTING SHARES
​
As of February 21, 2023, 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%
​ ​ ​
15.3%
​ ​ ​
81.9%
​ ​
​
397,045 SVS
​ ​ ​
*
​ ​ ​
*
​ ​ ​
*
​ ​
​ ​
Gerald W. Schwartz(2)
Toronto, Ontario
Canada
​ ​ ​
18,600,193 MVS
​ ​ ​
100.0%
​ ​ ​
15.3%
​ ​ ​
81.9%
​ ​
​
517,702 SVS
​ ​ ​
*
​ ​ ​
*
​ ​ ​
*
​ ​
​ ​ Letko, Brosseau & Associates Inc.(3)
Montréal, Québec
Canada 		​ ​ ​
12,805,785 SVS
​ ​ ​
12.4%
​ ​ ​
10.5%
​ ​ ​
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, 2023, reporting ownership as of January 31, 2023.
​
​ 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
 
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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 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 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. 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 such a take-over bid.
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.
 
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​
INFORMATION RELATING TO OUR DIRECTORS
​
​ Election of Directors ​
All ten 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 ten.
We identify director candidates through a rigorous search and selection process overseen by our Nominating and Corporate Governance Committee (“NCGC”). During 2022, Messrs. Cascella, Mionis, Popatia and Wilson served on an ad hoc Director Search Committee responsible for identifying potential director nominees with particular emphasis on appointing additional women in support of the Board’s 30% gender diversity target. An initial candidate list of all women was developed by the NCGC with the assistance of a director search firm and candidates were then interviewed. With the appointment of Françoise Colpron and Jill Kale on October 1, 2022 and December 1, 2022, respectively, we added to the Board two accomplished business leaders and highly qualified female directors, with relevant experience in technology and high-reliability environments that we anticipate will benefit us in our continued efforts to ensure that Celestica is positioned for long-term growth.
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 61 and average tenure of six years. Three of the ten nominees self-identify as women (30%). Three other nominees self-identify as members of visible minorities (30%), while no nominees self-identify as Indigenous peoples, persons with disabilities or LGBTQ+. 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: 68
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)
​
•
Koru Medical Systems, Inc.
(since 2022)
​
2022 Annual Meeting
Votes in Favour: 98.54%
Votes Withheld: 1.46%
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 is National Association of Corporate Directors (“NACD”) Directorship certified.
Mr. Cascella sits on the Audit Committee, Human Resources and Compensation 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 ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
63,596
​ ​ ​
$716,727
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
50,883
​ ​ ​
$573,451
​ ​ ​
—
​ ​ ​
—
​ ​ ​
63,596
​ ​ ​
$716,727
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
12,713
​ ​ ​
$143,276
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_deepakchopra-bw.jpg]
Deepak Chopra
Toronto, Ontario
Canada
Director Since: 2018
Age: 59
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)
​
2022 Annual Meeting
Votes in Favour: 97.98%
Votes Withheld: 2.02%
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 ​ ​
8 of 8
​ ​ Board ​ ​ 100% ​
​ Audit Committee ​ ​
6 of 6
​ ​ Committee ​ ​ 100% ​
​ HRCC ​ ​
6 of 6
​ ​ ​ ​ ​ ​ ​
​ NCGC ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
80,198
​ ​ ​
$903,831
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
68,612
​ ​ ​
$773,257
​ ​ ​
—
​ ​ ​
—
​ ​ ​
80,198
​ ​ ​
$903,831
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
11,586
​ ​ ​
$130,574
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
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​
[MISSING IMAGE: ph_francoise-bw.jpg]
Françoise Colpron(2)
Bloomfield Hills, Michigan
U.S.
Director Since: 2022
Age: 52
Status: Independent
Areas of Expertise:
•
Executive Leadership
​
•
Automotive and Mobility
​
•
Business Development
and Strategy
​
•
Legal and Human Resources
​
Other Current Public Board
Directorships:
•
Sealed Air Corporation
(since 2019)
​
2022 Annual Meeting
Votes in Favour: N/A
Votes Withheld: N/A
Ms. Colpron is a corporate director. She most recently served as Group President, North America of Valeo SA, a global automotive supplier listed on the Paris Stock Exchange, from 2008 to 2022 where she was responsible for the activities of the Group in the United States, Mexico and Canada. She joined Valeo in 1998 in the legal department and has had several roles, first as Legal Director for the Climate Control branch in Paris, and then General Counsel for North and South America from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montréal (now part of the Norton Rose Group). Ms. Colpron currently serves on the Board of Directors of Sealed Air Corporation, a NYSE-listed global packaging solutions company, and Chairs its Organization and Compensation Committee. Ms. Colpron earned a Civil Law degree from the Université de Montréal, and is a member of both the Quebec and Michigan bar associations. She has also received ESG Leadership certification from Diligent Institute and Competent Boards.
Ms. Colpron sits on the Audit Committee, HRCC, and NCGC.
​
BOARD AND COMMITTEE ATTENDANCE(2)
​
​ ​ ​ ​
ATTENDANCE
​ ​ TOTAL ATTENDANCE ​
​ Board ​ ​
3 of 3
​ ​ Board ​ ​ 100% ​
​ Audit Committee ​ ​
2 of 2
​ ​ Committee ​ ​ 100% ​
​ HRCC ​ ​
3 of 3
​ ​ ​ ​ ​ ​ ​
​ NCGC ​ ​
2 of 2
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
2,717
​ ​ ​
$30,621
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
2,717
​ ​ ​
$30,621
​ ​ ​
N/A
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
2,717
​ ​ ​
$30,621
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_dandimaggio-bw.jpg]
Daniel P. DiMaggio
Duluth, Georgia
U.S.
Director Since: 2010
Age: 72
Status: Independent
Areas of Expertise:
•
Executive Leadership
​
•
Global Operations and
Supply Chain
​
•
Financial Literacy
​
Other Current Public Board
Directorships: None
2022 Annual Meeting
Votes in Favour: 98.21%
Votes Withheld: 1.79%
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 ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
280,040
​ ​ ​
$3,156,051
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
262,270
​ ​ ​
$2,955,783
​ ​ ​
—
​ ​ ​
—
​ ​ ​
280,040
​ ​ ​
$3,156,051
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
17,770
​ ​ ​
$200,268
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
9
TABLE OF CONTENTS
 
​
[MISSING IMAGE: ph_jillkale-bw.jpg]
Jill Kale(3)
Newburg, Maryland
U.S.
Director Since: 2022
Age: 63
Status: Independent
Areas of Expertise:
•
Aerospace and Defense
(“A&D”)
​
•
Business Development and
Strategy
​
•
Technology and Engineering
​
Other Current Public Board
Directorships: None
2022 Annual Meeting
Votes in Favour: N/A
Votes Withheld: N/A
Ms. Kale is a corporate director. She most recently served as Sector President of Cobham Advanced Electronic Solutions (CAES), a global A&D company, from 2012 to 2019. She currently sits on the Board of Directors of iDirect Government, LLC, a wholly owned subsidiary of ST Engineering iDirect, Inc., which provides secure satellite-based voice, video and data applications, and the Board of Directors of Hensoldt, Inc., the U.S. affiliate of Hensoldt AG, a German defense company. Ms. Kale has a Bachelor of Science degree in Industrial Engineering from Rutgers University and a Master of Business Administration degree from George Washington University.
Ms. Kale sits on the Audit Committee, HRCC, and NCGC.
​
BOARD AND COMMITTEE ATTENDANCE(3)
​
​ ​ ​ ​
ATTENDANCE
​ ​ TOTAL ATTENDANCE ​
​ Board ​ ​
2 of 2
​ ​ Board ​ ​ 100% ​
​ Audit Committee ​ ​
1 of 1
​ ​ Committee ​ ​ 100% ​
​ HRCC ​ ​
2 of 2
​ ​ ​ ​ ​ ​ ​
​ NCGC ​ ​
1 of 1
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
1,756
​ ​ ​
$19,790
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
1,756
​ ​ ​
$19,790
​ ​ ​
N/A
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
1,756
​ ​ ​
$19,790
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_lkoellner-bw.jpg]
Laurette T. Koellner
Merritt Island, Florida
U.S.
Director Since: 2009
Age: 68
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)
​
2022 Annual Meeting
Votes in Favour: 97.24%
Votes Withheld: 2.76%
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 President of Connexion by Boeing and a member of the Office of the Chairman, and served as the Executive Vice President, Internal Services, Chief Human Resources and Administrative Officer, President of Shared Services and Corporate Controller. Ms. Koellner 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 ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
279,931
​ ​ ​
$3,154,822
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
267,099
​ ​ ​
$3,010,206
​ ​ ​
—
​ ​ ​
—
​ ​ ​
279,931
​ ​ ​
$3,154,822
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
12,832
​ ​ ​
$144,616
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
10
TABLE OF CONTENTS
 
​
[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
2022 Annual Meeting
Votes in Favour: 98.74%
Votes Withheld: 1.26%
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 AND COMMITTEE ATTENDANCE
​
​ ​ ​ ​
ATTENDANCE
​ ​ TOTAL ATTENDANCE ​
​ Board ​ ​
8 of 8
​ ​ Board ​ ​
100%
​
​ ​
DIRECTOR SHARE OWNERSHIP(4)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
RSUs
​ ​ ​
PSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
695,167
​ ​ ​
$7,834,532
​ ​ ​
468,362
​ ​ ​
$5,278,440
​ ​ ​
971,878
​ ​ ​
$10,953,065
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
845,167
​ ​ ​
$9,525,032
​ ​ ​
571,528
​ ​ ​
$6,441,121
​ ​ ​
397,612
​ ​ ​
$4,481,087
​ ​ ​
2,135,407
​ ​ ​
$24,066,037
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
150,000
​ ​ ​
$1,690,500
​ ​ ​
103,166
​ ​ ​
$1,162,681
​ ​ ​
574,266
​ ​ ​
$6,471,978
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_luismuller-bw.jpg]
Luis A. Müller
San Diego, California
U.S.
Director Since: 2021
Age: 53
Status: Independent
Areas of Expertise:
•
Executive Leadership
​
•
Capital Equipment
​
•
Business Development and
Strategy
​
•
Audit Committee Financial
Expert
​
Other Current Public Board
Directorships:
•
Cohu, Inc. (since 2014)
​
2022 Annual Meeting
Votes in Favour: 98.78%
Votes Withheld: 1.22%
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. He also holds a NACD Cyber-Risk Oversight certificate.
Dr. Müller 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 ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
23,399
​ ​ ​
$263,707
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
5,629
​ ​ ​
$63,439
​ ​ ​
—
​ ​ ​
—
​ ​ ​
23,399
​ ​ ​
$263,707
​ ​ ​
N/A
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
17,770
​ ​ ​
$200,268
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
11
TABLE OF CONTENTS
 
​
[MISSING IMAGE: ph_tawfiqpopatia-bwlr.jpg]
Tawfiq Popatia
Toronto, Ontario
Canada
Director Since: 2017
Age: 48
Status: Not Independent
Areas of Expertise:
•
Finance and Capital Markets
​
•
Aerospace and Transportation
​
•
Business Development
​
Other Current Public Board
Directorships: None
2022 Annual Meeting
Votes in Favour: 98.49%
Votes Withheld: 1.51%
Mr. Popatia has been a Senior Managing Director of Onex since 2020 and leads its efforts in automation, A&D, 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 AND COMMITTEE ATTENDANCE
​
​ ​ ​ ​
ATTENDANCE
​ ​ TOTAL ATTENDANCE ​
​ Board ​ ​
7 of 8
​ ​ Board ​ ​
88%
​
​ ​
DIRECTOR SHARE OWNERSHIP(5)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
N/A
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_mikewilson-bw.jpg]
Michael M. Wilson
Bragg Creek, Alberta
Canada
Director Since: 2011
Age: 71
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)
​
2022 Annual Meeting
Votes in Favour: 94.23%
Votes Withheld: 5.77%
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 ​ ​
8 of 8
​ ​ Board ​ ​ 100% ​
​ Audit Committee ​ ​
6 of 6
​ ​ Committee ​ ​ 100% ​
​ HRCC ​ ​
6 of 6
​ ​ ​ ​ ​ ​ ​
​ NCGC ​ ​
5 of 5
​ ​ ​ ​ ​ ​ ​
​ ​
DIRECTOR SHARE OWNERSHIP(1)
​ ​
​ ​
As of
Dec. 31
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2022
​ ​ ​
33,533
​ ​ ​
$377,917
​ ​ ​
283,131
​ ​ ​
$3,190,886
​ ​ ​
63,194
​ ​ ​
$712,196
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2021
​ ​ ​
20,000
​ ​ ​
$225,400
​ ​ ​
283,131
​ ​ ​
$3,190,886
​ ​ ​
40,602
​ ​ ​
$457,585
​ ​ ​
379,858
​ ​ ​
$4,280,999
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
13,533
​ ​ ​
$152,517
​ ​ ​
—
​ ​ ​
—
​ ​ ​
22,592
​ ​ ​
$254,611
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
(1)
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, 2021 and December 31, 2022 (as applicable). The $ value and “Total Value” of all such securities is based on the closing price of SVS on the NYSE on December 30, 2022 ($11.27), the last trading day of the year. 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).
​
 
12
TABLE OF CONTENTS​
 
(2)
Ms. Colpron was appointed to the Board, and each committee of which she is a member, effective October 1, 2022 and is being proposed for election for the first time at the Meeting.
​
(3)
Ms. Kale was appointed to the Board, and each committee of which she is a member, effective December 1, 2022 and is being proposed for election for the first time at the Meeting.
​
(4)
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 2021 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2021, as well as performance share units (“PSUs”) that settled at 74% of target on February 6, 2022. The securities in the table for 2022 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2022, as well as PSUs that settled at 200% of target on February 4, 2023. 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 30, 2022 ($11.27), the last trading day of the year.
​
(5)
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 instalments in arrears, for providing his services (23,173 DSUs in 2022 and 26,396 DSUs in 2021). See footnote 11 to Table 3.
​
​ 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 2022 is set forth in Table 2 below.
Table 2: Directors’ Fees(1)
​ ​
Element
​ ​ ​
Director Fee Structure for 2022(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 11 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 in 2022. The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2022).
​
(3)
Paid on a quarterly basis.
​
(4)
Payable only to directors who travel outside of their home state or province to attend a Board or Committee meeting.
​
(5)
The Chair of the Board also served as the Chair of the NCGC in 2022, for which no additional fee was paid.
​
 
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TABLE OF CONTENTS​
​ 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 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 2022 ​
All compensation paid in 2022 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 an aggregate of $1,916,046 in Total Annual Fees in respect of 2022, including total grants of $1,021,671 in DSUs and $367,500 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 11 to Table 3 of this Circular).
14
TABLE OF CONTENTS
 
Table 3: Director Fees Earned in Respect of 2022
​ ​ ​ ​ ​ ​
Annual Fees Earned
​ ​ ​
Allocation of Annual Fees(1)(2)
​ ​
​ ​
Name
​ ​ ​
Annual
Board
Retainer
​ ​ ​
Annual
Committee
Chair
Retainer
​ ​ ​
Travel
Fees(3)
​ ​ ​
Total
Fees
​ ​ ​
DSUs(4)
​ ​ ​
RSUs(4)
​ ​ ​
Cash(5)
​ ​
​ ​ Robert A. Cascella ​ ​ ​
$235,000
​ ​ ​
$15,000(6)
​ ​ ​
$7,500
​ ​ ​
$257,500
​ ​ ​
$128,750
​ ​ ​
—
​ ​ ​
$128,750
​ ​
​ ​ Deepak Chopra ​ ​ ​
$235,000
​ ​ ​
—
​ ​ ​
—
​ ​ ​
$235,000
​ ​ ​
$117,500
​ ​ ​
—
​ ​ ​
$117,500
​ ​
​ ​ Françoise Colpron(7) ​ ​ ​
$58,750
​ ​ ​
—
​ ​ ​
$2,500
​ ​ ​
$61,250
​ ​ ​
$30,625
​ ​ ​ ​ ​ ​ ​
$30,625
​ ​
​ ​ Daniel P. DiMaggio ​ ​ ​
$235,000
​ ​ ​
—
​ ​ ​
$5,000
​ ​ ​
$240,000
​ ​ ​
$180,000
​ ​ ​
—
​ ​ ​
$60,000
​ ​
​ ​ Jill Kale(8) ​ ​ ​
$19,796
​ ​ ​
—
​ ​ ​
—
​ ​ ​
$19,796
​ ​ ​
$19,796
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Laurette T. Koellner ​ ​ ​
$235,000
​ ​ ​
$20,000(9)
​ ​ ​
$5,000
​ ​ ​
$260,000
​ ​ ​
$130,000
​ ​ ​
—
​ ​ ​
$130,000
​ ​
​ ​ Luis A. Müller ​ ​ ​
$235,000
​ ​ ​
—
​ ​ ​
$5,000
​ ​ ​
$240,000
​ ​ ​
$180,000
​ ​ ​
—
​ ​ ​
$60,000
​ ​
​ ​ Carol S. Perry(10) ​ ​ ​
$235,000
​ ​ ​
—
​ ​ ​
—
​ ​ ​
$235,000
​ ​ ​
$235,000
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Tawfiq Popatia(11) ​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Michael M. Wilson ​ ​ ​
$360,000
​ ​ ​
—
​ ​ ​
$7,500
​ ​ ​
$367,500
​ ​ ​
—
​ ​ ​
$367,500
​ ​ ​
—
​ ​
​
(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 2022 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 2022 Annual Fees in cash, with the balance either in DSUs or RSUs. The Annual Fees received by directors in DSUs for 2022 were credited quarterly, with the number of DSUs granted determined using the closing price of the SVS on the NYSE on the last business day of each quarter, which was $11.91 on March 31, 2022, $9.72 on June 30, 2022, $8.41 on September 30, 2022 and $11.27 on December 30, 2022, the last trading day of the year. The Annual Fees received by directors in RSUs for 2022 were credited quarterly, with the number of RSUs granted determined using the closing price of the SVS on the NYSE on the trading day preceding the day of the grant, which was $11.92 on March 30, 2022, $9.79 on June 29, 2022, $8.47 on September 29, 2022 and $11.27 on December 30, 2022.
​
(2)
For 2022, the directors elected to receive their Annual Fees as follows:
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​
Director
​ ​ ​
Cash
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
​ ​ ​ ​ ​ Robert A. Cascella ​ ​ ​
50%
​ ​ ​
50%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Deepak Chopra ​ ​ ​
50%
​ ​ ​
50%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Françoise Colpron ​ ​ ​
50%
​ ​ ​
50%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Daniel P. DiMaggio ​ ​ ​
25%
​ ​ ​
75%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Jill Kale ​ ​ ​
—
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Laurette T. Koellner ​ ​ ​
50%
​ ​ ​
50%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Luis A. Müller ​ ​ ​
25%
​ ​ ​
75%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Carol S. Perry ​ ​ ​
—
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Michael M. Wilson ​ ​ ​
—
​ ​ ​
—
​ ​ ​
100%
​ ​ ​
​
(3)
Amounts in this column represent travel fees paid to directors who traveled outside of their home state or province to attend Board and Committee meetings in person.
​
(4)
Amounts in this column represent the grant date fair value of the units issued in respect of 2022 Annual Fees which is the same as their accounting value.
​
(5)
Amounts in this column represent the portion of 2022 Annual Fees paid in cash.
​
(6)
Represents the annual retainer for the Chair of the HRCC.
​
(7)
Ms. Colpron was appointed to the Board, and each committee of which she is a member, effective October 1, 2022.
​
(8)
Ms. Kale was appointed to the Board, and each committee of which she is a member, effective December 1, 2022. For December 1, 2022 to December 31, 2022, Ms. Kale received a prorated quarterly annual Board retainer.
​
(9)
Represents the annual retainer for the Chair of the Audit Committee.
​