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, 2024

 

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  x 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   Notice of Meeting and Management Information Circular for the April 25, 2024 Annual and Special Meeting of Shareholders
99.2   Form of Proxy
99.3   Voting Instruction Form for US beneficial holders
99.4   Voting Instruction Form for Canadian beneficial holders
99.5   Notice of Availability of Meeting Materials
99.6   Request card for both US and Canadian registered holders
99.7   2023 Letter to Shareholders

 

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

 

 

 

 

SIGNATURES

 

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

 

Date: March 11, 2024 CELESTICA INC.
   
  By: /s/ Douglas Parker
    Douglas Parker
    Chief Legal Officer and Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.         Description

 

99.1   Notice of Meeting and Management Information Circular for the April 25, 2024 Annual and Special Meeting of Shareholders
99.2   Form of Proxy
99.3   Voting Instruction Form for US beneficial holders
99.4   Voting Instruction Form for Canadian beneficial holders
99.5   Notice of Availability of Meeting Materials
99.6   Request card for both US and Canadian registered holders
99.7   2023 Letter to Shareholders

 

 

 

 
 Exhibit 99.1​
[MISSING IMAGE: lg_celesticainc-bw.jpg]
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
CIRCULAR
FOR THE ANNUAL AND
SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON
APRIL 25, 2024
 
​
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 2024 Annual and Special Meeting of Shareholders (the “Meeting”) to be held on Thursday, April 25, 2024 at 9:30 a.m. EDT. As this will be a hybrid meeting, you will have the choice to attend the Meeting in person or virtually.
2023 Company Highlights
Celestica’s outstanding financial success in 2023 can be credited to the effective execution of the strategic plan by our President and Chief Executive Officer, Rob Mionis and his executive team. Throughout 2023, they enhanced our competitive presence in key markets, grew our hyperscaler portfolio and drove growth in both our Connectivity & Cloud Solutions and Advanced Technology Solutions segments. The Corporation is focused on growth for 2024 as we continue in our efforts to generate value for our shareholders. You can 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”).
Capital Stock Structure and Governance Enhancements
During 2023, the Corporation ceased to be a “controlled company” as all of the then-outstanding multiple voting shares (held by Onex Corporation (“Onex”)) were converted into subordinate voting shares on a one-for-one basis and sold to the public in two underwritten prospectus offerings, leaving the Corporation with a single class of issued and outstanding voting securities. The Nominating and Corporate Governance Committee has taken this context into consideration, as well as other developments under law and in best practices, and recommended, and the Board has approved, various modifications and enhancements to the Corporation’s corporate governance policies and practices. In particular, the Corporation’s majority voting policy has been revised to conform to the requirements of the Toronto Stock Exchange for issuers that do not have a controlling shareholder, and you will be asked to vote at the Meeting to approve certain amendments to the Corporation’s articles and by-laws that have already been approved by the Board.
We also focused on thoughtful Board renewal to fill the vacancy left by the resignation of an Onex officer from the Board and Dan DiMaggio’s determination not to stand for re-election to the Board at the Meeting. Our Director Search Committee identified potential director nominees, adhering to the Board Diversity Policy in its identification of candidates. Through this process, Mr. Kulvinder (Kelly) Ahuja was appointed to the Board in January, 2024. Of the nine director nominees, three self-identify as women (33%) and three others self-identify as members of visible minorities (33%). You can find out more information about all of our directors in the Circular under Information Relating to Our Directors — Election of Directors.
Shareholder Feedback
The Board recognizes the importance of consistent engagement with shareholders, and we continued our extensive shareholder engagement initiative for the third consecutive year. Through our meetings with our shareholders, we received important feedback about our executive compensation philosophy and pay-for-performance strategy, as well as our talent and succession practices, diversity, Board composition, the Board’s oversight of strategy, and the Corporation’s external auditor. You can read more about our shareholder engagement initiative in the Circular under ESG Matters — Shareholder Engagement and Outreach.
In Closing
On behalf of the Board, I would like to recognize Onex for the steadfast support they provided to Celestica and the Board over the past 25 years. I also offer sincere thanks to both Dan DiMaggio and Tawfiq Popatia for their many years of service and contribution to the Board.
Finally, I would like to thank our shareholders for your continued support, and I encourage you to participate in the Meeting either in person or virtually at https://meetnow.global/MUGXJDC. 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 		​
i
​
TABLE OF CONTENTS
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ii
​ NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF CELESTICA INC.​ ​
You are invited to join the Annual and Special Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” “Celestica,” “we,” “us” or “our”) if you held subordinate voting shares (“SVS”) of the Corporation as of the close of business on March 8, 2024. This will be a hybrid meeting so shareholders may attend the Meeting in person or virtually.
​ When ​ ​ Where: In Person ​ ​
Where: Virtually via Audio-Only Webcast
​
​ Thursday, April 25, 2024
9:30 a.m. EDT 		​ ​ Celestica’s Headquarters
5140 Yonge Street, Suite 1900
Toronto, Ontario 		​ ​ https://meetnow.global/MUGXJDC ​
The business of the Meeting is to:
•
receive and consider the financial statements of the Corporation for its financial year ended December 31, 2023, 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;
​
•
approve an advisory resolution on the Corporation’s approach to executive compensation;
​
•
approve articles of amendment to remove provisions concerning the Corporation’s multiple voting shares and to redesignate the Corporation’s SVS as common shares, the full text of which special resolution is set out in the section entitled “Articles of Amendment” in the accompanying Management Information Circular (the “Circular”) and a copy of the new share terms to be effected pursuant to the proposed articles of amendment of the Corporation is attached as Schedule B to this Circular; and
​
•
confirm the amending and restating of the Corporation’s By-Law 1 to remove the Canadian residency requirement for directors, the full text of which resolution is set out in the section entitled “By-Law 1” in the accompanying Circular and the full text of By-Law 1 showing the change is set out in Schedule C to the accompanying Circular.
​
We will also consider any 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 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 SVS as of March 8, 2024 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 include a form of proxy and 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 8, 2024 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 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 in person or online at https://meetnow.global/MUGXJDC where they can participate, vote or submit questions during the Meeting. For additional information including how non-registered shareholders (or beneficial owners) can participate,
iii
 
vote, and submit questions during the Meeting, see Delivery of Meeting Materials and Voting Information in the accompanying Circular.
DATED at Toronto, Ontario this 8th day of March, 2024.
By Order of the Board of Directors
[MISSING IMAGE: sg_douglasparker-bw.jpg]
Douglas Parker
Chief Legal Officer and Corporate Secretary
 
iv
​ HIGHLIGHTS ​
You are invited to attend and vote at the Annual and Special Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” “Celestica,” “we,” “us” or “our”) if you held subordinate voting shares (“SVS”) of the Corporation as of the close of business on March 8, 2024.
​ When ​ ​ Where: In Person ​ ​ Where: Virtually via Audio-Only Webcast ​
​ Thursday, April 25, 2024
9:30 a.m. EDT 		​ ​ Celestica’s Headquarters
5140 Yonge Street, Suite 1900
Toronto, Ontario 		​ ​ https://meetnow.global/MUGXJDC ​
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, 2023, 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 4 - 10
​ ​
​ ​ 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
​ ​ ​
Pages 36 - 37
​ ​
​ ​ 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 - 38
​ ​
v
 
​ ​ ​ ​ ​ ​
Voting
Recommendation
​ ​ ​
For More
Information
​ ​
​ ​ Articles of Amendment
Review and consider approving the articles of amendment removing provisions concerning the Corporation’s multiple voting shares and redesignating the Corporation’s SVS as common shares. The Board recommends you vote FOR approval of the articles of amendment. 		​ ​ ​
✓
FOR
​ ​ ​
Pages 38 - 39
​ ​
​ ​ By-Law 1
Review and consider confirming the amendment and restatement of the Corporation’s By-Law 1 to remove the Canadian residency requirement for directors. The Board recommends you vote FOR confirmation of the amended and restated By-Law 1. 		​ ​ ​
✓
FOR
​ ​ ​
Pages 39 - 40
​ ​
​ Governance Highlights ​
Celestica ceased to be a “controlled company” in 2023 as all of the then-outstanding multiple voting shares (held by Onex Corporation (“Onex”)) were converted into SVS on a one-for-one basis and sold to the public in two underwritten prospectus offerings, leaving the Corporation with a single class of issued and outstanding voting securities. The Nominating and Corporate Governance Committee (“NCGC”) has taken this context into consideration, as well as other developments under law and in best practices, and recommended, and the Board has approved, various modifications and enhancements to the Corporation’s corporate governance policies and practices. In particular, the Corporation’s majority voting policy has been revised to conform to the requirements of the Toronto Stock Exchange for issuers that do not have a controlling shareholder, and shareholders will be asked to vote at the Meeting to approve amendments to the Corporation’s articles and by-laws.
During 2023, we also focused on thoughtful Board renewal to fill the vacancy left by the resignation of an Onex officer from the Board and Mr. DiMaggio’s determination not to stand for re-election to the Board at the Meeting. Our Director Search Committee identified potential director nominees adhering to our Board Diversity Policy. Through this process, Mr. Kulvinder (Kelly) Ahuja was appointed to the Board in January 2024.
​ ​
Board Nominee Statistics
​ ​ ​
Key Governance Practices and Policies
​ ​
​ ​
Average age: 62 years
Average tenure: 5 years
Diversity: 33% women, 33% visible minority
100% independent other than our President and CEO
No directors sit together on another public company board
​ ​ ​
•
Fully independent Board committees
​
•
Board orientation and continuing education
​
•
Board Diversity Policy
​
•
Annual board evaluation process
​
•
Majority Voting Policy
​
•
Code of Business Conduct and Ethics
​
•
Director share ownership guidelines
​
•
Shareholder engagement and outreach
​
 ​ ​
 
vi
 
​ ​
Director Nominees
​ ​
​ ​
Name
​ ​ ​
Age
​ ​ ​
Director
Since
​ ​ ​
Position
​ ​ ​
Independent
​ ​ ​
Committee Membership
​ ​ ​
2023 Meeting
Attendance
​ ​ ​
2023
Voting
Results
​ ​ ​
Other
Public
Company
Boards
​ ​
​
Board
​ ​ ​
Committee
​ ​
​ ​
Kulvinder (Kelly) Ahuja
​ ​ ​
57
​ ​ ​
2024
​ ​ ​
CEO of Versa Networks
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
—
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​
Robert A. Cascella
​ ​ ​
69
​ ​ ​
2019
​ ​ ​
Former Executive Vice President of Royal Philips
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.06%
​ ​ ​
3
​ ​
​ ​ Deepak Chopra ​ ​ ​
60
​ ​ ​
2018
​ ​ ​
Former President and CEO of Canada Post
Corporation
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.45%
​ ​ ​
3
​ ​
​ ​ Françoise Colpron ​ ​ ​
53
​ ​ ​
2022
​ ​ ​
Former Group President, North America of
Valeo SA
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.87%
​ ​ ​
2
​ ​
​ ​ Jill Kale ​ ​ ​
64
​ ​ ​
2022
​ ​ ​
Former Sector President of Cobham Advanced Electronic Solutions
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.88%
​ ​ ​
—
​ ​
​ ​
Laurette T. Koellner
​ ​ ​
69
​ ​ ​
2009
​ ​ ​
Former President of Boeing International
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
97.76%
​ ​ ​
3
​ ​
​ ​ Robert A. Mionis ​ ​ ​
60
​ ​ ​
2015
​ ​ ​
President and CEO of Celestica
​ ​ ​
No
​ ​ ​
—
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.61%
​ ​ ​
—
​ ​
​ ​ Luis A. Müller ​ ​ ​
54
​ ​ ​
2021
​ ​ ​
CEO of Cohu, Inc.
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.83%
​ ​ ​
1
​ ​
​ ​
Michael M. Wilson
​ ​ ​
72
​ ​ ​
2011
​ ​ ​
Former President and CEO of Agrium Inc.
​ ​ ​
Yes
​ ​ ​
Audit
Human Resources and Compensation
Nominating and Corporate Governance
​ ​ ​
100%
​ ​ ​
100%
​ ​ ​
98.42%
​ ​ ​
2
​ ​
You can read more about each nominated director in the director profiles beginning on page 6 of the accompanying Circular. See also Director Skills Matrix on page 24 of the accompanying Circular.
 
vii
 
​ Executive Compensation Highlights ​
​ ​
2023 Executive Compensation Highlights
​ ​ ​
Key Executive Compensation Practices and Policies
​ ​
​ ​
•
In order to further align executive pay with our strategic focus on driving sustained growth and shareholder returns, we revisited performance measures for 2023 related to the corporate performance factor (“CPF”) of our Celestica Team Incentive Plan (“CTI”) and the vesting conditions applicable to performance share units (“PSUs”) granted in 2023.
​
•
After consideration of relevant factors, including the evolution of our business over recent periods and our current strategic growth aspirations, the Human Resources and Compensation Committee (“HRCC”) approved a re-design of the vesting conditions applicable to any new PSU grants, and an addition to the corporate financial targets applicable to the CPF of the CTI. These changes were made to reflect our focus on driving profitable growth and to further strengthen the link between executive pay and our performance.
​
•
The comparator group used to benchmark executive compensation was updated for 2024 to reflect the growth and current financial characteristics of our business.
​
 ​ ​ ​
•
Compensation mix that is incentive-driven with a large proportion that is variable or “at-risk” to support our pay-for-performance culture and align with shareholder interests
​
•
Focus on long-term compensation
​
•
Performance-based vesting for certain awards
​
•
Performance-based annual incentive plan payouts
​
•
Caps on annual incentive plan payouts
​
•
Target pay consistent with market practice
​
•
Clawback and recoupment policies
​
•
Shareholder engagement program
​
•
Independent advisor to the HRCC
​
 ​ ​
The table below shows how named executive officer (“NEO”) compensation was aligned with the Corporation’s performance in 2023.
​ ​
Pay-for-Performance Alignment
​ ​ ​
Demonstrated By
​ ​
​ ​ At-risk compensation ​ ​ ​
91% 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 64 ​ ​
​ ​ 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 62 ​ ​
You can read more about 2023 executive compensation in the Compensation Discussion and Analysis beginning on page 45 of the accompanying Circular.
​ Shareholder Engagement Highlights ​
As part of our shareholder engagement program, we proactively contacted 13 shareholders representing approximately 30% of our SVS. The Chair of the HRCC, Robert A. Cascella, led this shareholder engagement initiative and participated in discussions with four of our shareholders representing approximately 11% of the outstanding SVS to discuss executive compensation and other matters.
You can read more about our shareholder engagement initiative starting on page 32 of the accompanying Circular.
 
viii
 
​ Environmental, Social and Governance (“ESG”) Highlights ​
​ ​
2023 ESG Highlights
​ ​ ​
Key ESG Practices and Policies
​ ​
​ ​
•
Celestica ceased to be a controlled company and implemented various modifications and enhancements to its corporate governance policies and practices
​
•
Recognized as one of Canada’s Most Admired Corporate Cultures for 2023 by Waterstone Human Capital
​
•
Recognized as Excellence Awardee and Finalist for the Excellence in Diversity and Inclusion award as part of the 2023 Canada HR Awards
​
•
Our Board Diversity Policy includes a goal to maintain at least 30% women on the Board and at least one Board member who identifies as an Indigenous person, a member of a visible minority, has a disability, or is LGBTQ+
​
•
We now have three women directors (33%), one of whom chairs the Audit Committee and another who chairs the NCGC
​
•
We also have three other directors (33%) that self-identify as visible minorities
​
•
Held our third consecutive “Celestica Day for Diversity and Inclusion Awareness”
​
•
We outperformed on our goal to decrease our greenhouse gas (“GHG”) emissions, reducing our Scope 1 and 2 emissions in 2022 by 47% from 2021, and a full 81% from the 2018 baseline — surpassing our goal of a 30% reduction by 2025
​
•
Holding a hybrid Meeting in 2024 to allow shareholders to participate and vote at the Meeting whether attending in person or virtually
​
 ​ ​ ​
•
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
​
•
Report consistent with the Sustainability Accounting Standards Board framework and the Task Force on Climate-related Financial Disclosures framework
​
•
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
​
•
Five employee-led resource groups (Celestica Women’s Network, Celestica Black Employee Network, Celestica Pride Network, Celestica Indigenous Affinity Group and Celestica NextGen), each of which is championed by a senior leader.
​
•
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
​
 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​
You can read more about our ESG practices beginning on page 29 of the accompanying Circular.
 
ix
 
[MISSING IMAGE: lg_celesticainc-bw.jpg]
​ MANAGEMENT INFORMATION CIRCULAR ​
You are entitled to attend and vote at the 2024 Annual and Special Meeting of Shareholders (the “Meeting”) of Celestica Inc. (the “Corporation,” the “Company”, “Celestica,” “we,” “us” or “our”) if you owned our subordinate voting shares (“SVS”) at the close of business on March 8, 2024. The Meeting will begin at approximately 9:30 a.m., EDT.
Your participation at the Meeting is important. We encourage you to exercise your right to vote. For instructions on attending the Meeting and voting your shares, please see Delivery of Meeting Materials and Voting Information beginning on page 83.
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 20, 2024. 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$ that is not accompanied by the applicable exchange rate is a conversion at the average of the exchange rates in effect for 2023. During 2023, 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$1.3494. As used herein, “Q1,” “Q2,” “Q3,” and “Q4” followed by a year refers to the first quarter, second quarter, third quarter and fourth quarter of such fiscal year, respectively.
Our Nominating and Corporate Governance Committee is referred to herein as the “NCGC”; and our Human Resources and Compensation Committee is referred to herein as the “HRCC”.
​ 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, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the first three quarters of each fiscal year. 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.sedarplus.com.
 
1
 
​ 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, TRS FVAs (as defined below), 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, 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, TRS FVAs, 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 customers’ 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 to other sites within our global network; (ii) the sale of real properties unrelated to restructuring actions; and (iii) with respect to full year 2023, the Purchaser Lease Charge (as defined below); net impairment charges; Acquisition Costs (as defined below); legal settlements (recoveries); specified credit facility-related charges; post-employment benefit plan losses; for the full year 2023, secondary offering costs (costs associated with conversion and sale of our shares by Onex Corporation (“Onex”) in Q2 2023 and Q3 2023) and, related costs pertaining to certain accounting considerations (commencing in Q2 2023).
​
•
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.
​
•
Purchaser Lease Charge: In connection with our March 2019 Toronto real property sale, we entered into a 10-year lease with the purchaser of such property for our then-anticipated headquarters, to be built by such purchaser on the site of our former location (“Purchaser Lease”). However, as the commencement date of the Purchaser Lease was delayed, in November 2022, we extended (on a long-term basis) the lease on our current corporate headquarters. Subsequently, we were informed that the Purchaser Lease would commence in June 2024. In Q3 2023, we executed a sublease for a portion of the space under the Purchaser Lease. Consistent with our prior treatment of duplicate costs incurred as a result of our 2019 Toronto real property sale, we recorded Transition Costs of $3.9 million (“Purchaser Lease Charge”) in Q3 2023, representing the excess of rental expenses under the Purchaser Lease (with respect to the subleased space) over anticipated rental recoveries under the sublease.
​
 
2
 
•
In Q4 2022, we entered into a total return swap agreement. Similar to employee stock-based compensation expense, quarterly fair value adjustments of our total return swap (“TRS FVAs”) are classified in cost of sales and selling, general and administrative expenses in our consolidated statement of operations. Commencing in Q1 2023, TRS FVAs are excluded in our determination of the following non-IFRS financial measures included herein: non-IFRS operating margin and adjusted EPS. However, as the impact of TRS FVAs in Q4 2022 was de minimis, no such exclusion was applicable to such non-IFRS financial measures for the full year 2022.
​
See “Non-IFRS Financial Measures” in our MD&A for the year ended December 31, 2023 (available at www.sedarplus.com) and in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2023 (“2023 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 for specified periods, 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, statements related to our director identification and nomination process, our intention to settle share unit awards with SVS, our (and our CEO’s) Environmental, Social and Governance (“ESG”) commitments, objectives and goals (including those related to sustainability and diversity and inclusion), our compensation program and related shareholder feedback, our cybersecurity objectives, and that we do not anticipate entering into insider contracts or arrangements. 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). Risks pertaining to our operational and financial performance are discussed in our public filings at www.sedarplus.com and www.sec.gov, including in our most recent MD&A, our 2023 20-F filed with, and subsequent reports on Form 6-K furnished to, the SEC, 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. Material operational risks and uncertainties and assumptions are discussed in our public filings at www.sedarplus.com and www.sec.gov,
 
3
 
including in our most recent MD&A, our 2023 20-F filed with, and subsequent reports on Form 6-K furnished to, the SEC, 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. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
​ 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.sedarplus.com and on EDGAR at www.sec.gov.
Non-registered shareholders are asked to consider signing up for electronic delivery (“E-delivery”) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to www.proxyvote.com and sign in with your control number, vote for the resolutions at the meeting and following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.
​
PRINCIPAL HOLDERS OF VOTING SHARES
​
As of February 20, 2024, no person, corporation or other legal entity, to the knowledge of the Corporation, its directors or executive officers, beneficially owned, or controlled or directed, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of the voting securities of the Corporation.
​
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 Corporation’s 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.
We identify director candidates through a rigorous search and selection process overseen by the NCGC. In light of Mr. Dan DiMaggio’s determination not to stand for re-election to the Board at the Meeting, and the resignation of Mr. Tawfiq Popatia from the Board in September 2023, during 2023, Mses. Colpron and Koellner and Mr. Wilson served on an ad hoc Director Search Committee responsible for identifying potential director nominees adhering to the Board Diversity Policy. An initial candidate list of 50% women was developed by the NCGC with the assistance of a director search firm. Suitable candidates were interviewed by the members of the Director Search Committee. Ultimately, Mr. Kulvinder (Kelly) Ahuja was appointed to the Board effective January 29, 2024 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.
 
4
 
Unless authority to do so is withheld, SVS 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 ​
Shareholders will vote for the election of each individual proposed director nominee separately. The Corporation has adopted a majority voting policy for the election of directors whereby any nominee director (in an uncontested election) who receives more “withheld” votes than “for” votes at any meeting where Shareholders vote on the election (the “Majority Withhold Vote”), such director shall tender their resignation to the Chair of the Board, such resignation to take effect upon acceptance by the Board. The Board will then have 90 days to accept the resignation. The Board shall be expected, on recommendation of the NCGC, to accept the resignation absent exceptional circumstances that would warrant the applicable director to continue to serve on the Board. In determining whether to accept the resignation, the NCGC and the Board will consider various factors deemed relevant to the best interest of the Corporation, including without limitation, (i) any stated reasons why shareholders “withheld” votes from the election of such director; (ii) what is believed to be the underlying reasons for the Majority Withhold Vote, and whether these reasons are curable and alternatives for effecting any cure; (iii) the percentage of outstanding shares represented by votes cast and withheld from voting on the election of such director; (iv) the Corporation’s corporate governance policies; (v) the overall composition of the Board; and (vi) whether the resignation of such director could result in the triggering of change in control or similar provisions under any contract by which the Corporation is bound or any benefit plan of the Corporation and, if so, the potential impact thereof.
Following each uncontested election of directors at which a Majority Withhold Vote occurs, the Corporation shall issue a news release disclosing the detailed voting results for the election of each director, and shall provide a copy of the news release to the TSX. Following the Board’s decision, the Board shall promptly disclose, via press release, its decision to accept or reject the director’s resignation offer and shall provide a copy of such press release to the TSX. If the Board rejects the resignation offer, the press release shall fully state the reasons for the rejection.
The director under consideration will not participate in any Board or committee deliberations relating to their potential resignation. Subject to any corporate law restrictions, the Board may (i) leave the resultant vacancy in the Board unfilled until the next annual meeting of shareholders of the Corporation, (ii) appoint a new director to fill the vacancy created by such resignation, (iii) reduce the size of the Board, or (iv) call a special meeting of shareholders at which there will be presented a new candidate to fill the vacant position.
​ Board Composition ​
The proposed Board has an average age of 62 and average tenure of five years. Three of the nine nominees self-identify as women (33%). Three other nominees self-identify as members of visible minorities (33%), while no nominees self-identify as Indigenous peoples, persons with disabilities or LGBTQ+. See Corporate Governance — Board Diversity.
 
5
 
​ Nominees for Election as Director ​
​
[MISSING IMAGE: ph_kulvinderahuja-bwlr.jpg]
Kulvinder (Kelly) Ahuja(1)
Age: 57
Los Gatos, California U.S.
Independent
Director since: 2024
Committee membership:
Audit
HRCC
NCGC
Results of 2023 vote: N/A(1)
Mr. Ahuja has more than 20 years of experience in networking and telecommunications. Since 2016, he has been the CEO of Versa Networks, a venture-backed firm focused on the convergence of networking and security. He previously spent 18 years at Cisco Systems, Inc. (“Cisco”), most recently (from 2015 to 2016) as SVP of Service Provider Business, Products and Solutions at Cisco where he was responsible for developing and managing the service provider segment strategy and portfolio. Mr. Ahuja held several other senior executive roles at Cisco, including SVP and GM of the Mobility Business Group, Chief Architect for the Service Provider business, and SVP and GM of the Service Provider Routing Technology Group. Earlier in his career, Mr. Ahuja served as VP of Marketing at optical networking startup BlueLeaf Networks and product management leader at Stratacom. He also managed the design and deployment of data and voice networks for AT&T Canada, Bank of Canada and Telesat Canada.
Mr. Ahuja holds a Bachelor of Science in Electrical, Electronics & Communications Engineering from the University of Calgary.
​
Key Areas of Expertise
​
​
•
Executive Leadership
​
 ​ ​
•
Networking and Telecommunications
​
 ​ ​
•
IT and Cybersecurity
​
 ​
​ 2023 Board and Committee Attendance(1) ​ ​ ​
Other Public Company Directorships
(during the past five years)
​
​
Board
​ ​
—
​ ​
—
​ ​ ​
—
​
​ Audit ​ ​
—
​ ​
—
​ ​
​ HRCC ​ ​
1 of 1
​ ​
100%
​ ​
​ NCGC ​ ​
—
​ ​
—
​ ​
​ Combined Total ​ ​
1 of 1
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
N/A(1)
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_robertcascella-bw.jpg]
Robert A. Cascella
Age: 69
Boca Raton, Florida U.S.
Independent
Director since: 2019
Committee membership:
Audit
HRCC (Chair)
NCGC
Results of 2023 vote: 98.06%
Mr. Cascella has more than 30 years of experience in the healthcare industry in a range of senior management positions. In 2021, he retired from Royal Philips, a public Dutch multinational healthcare company, 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. Prior to Philips, Mr. Cascella spent ten years as President and later CEO of Hologic Inc., a public medical device and diagnostic company. He also served on Hologic, Inc.’s board of directors from 2008 to 2013. He has also held senior leadership positions at CFG Capital, NeoVision Corporation and Fisher Imaging Corporation. Mr. Cascella holds a Bachelor’s degree in Accounting from Fairfield University and is National Association of Corporate Directors (NACD) Directorship certified.
​
Key Areas of Expertise
​
​
•
Executive Leadership
​
 ​ ​
•
Healthcare Technology
​
 ​ ​
•
Strategy and M&A
​
 ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Koru Medical Systems, Inc. (2022 – present)
​
•
Mirion Technologies (2021 – present)
​
•
Neuronetics, Inc. (2021 – present) (Board Chair)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
71,079
​ ​ ​
$2,081,193
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
63,596
​ ​ ​
$1,862,091
​ ​ ​
—
​ ​ ​
—
​ ​ ​
71,079
​ ​ ​
$2,081,193
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
7,483
​ ​ ​
$219,102
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
6
 
​
[MISSING IMAGE: ph_deepakchopra-bw.jpg]
Deepak Chopra, FCPA
Age: 60
Toronto, Ontario
Canada
Independent
Director since: 2018
Committee membership:
Audit
HRCC
NCGC
Results of 2023 vote: 98.45%
Mr. Chopra is a corporate director. He most recently served as the President and Chief Executive Officer of Canada Post Corporation from 2011 to 2018. He has more than 30 years of global experience in the financial services, technology, logistics and supply-chain industries. Prior to joining Canada Post, he held various senior positions during his 23-year career with Pitney Bowes Inc., a NYSE-traded technology company known for postage meters, mail automation and location intelligence services, including President & Chief Executive Officer, Canada & Latin America, President, Asia Pacific & Middle East and Vice-President & Chief Financial Officer, Europe, Africa & Middle East. Mr. Chopra has previously served on the boards of Canada Post Corporation, Purolator Inc., SCI Group, the Canada Post Community Foundation, the Toronto Region Board of Trade and the Conference Board of Canada. He is a Fellow of the Institute of Chartered Professional Accountants of Canada and holds a Bachelor’s degree in Commerce (Honours) and a Post Graduate Diploma in Business Management (PGDBM).
​
Key Areas of Expertise
​
​
•
Executive Leadership
​
 ​ ​
•
Global Strategic Development
​
 ​ ​
•
Supply Chain and Logistics
​
 ​
​
•
Audit Committee Financial Expert
​
 ​ ​ ​ ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
•
SunLife Financial Inc. (2021 – present)
​
•
The Descartes Systems Group Inc. (2020 – present)
​
•
The North West Company Inc.
(2018 – present)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
87,007
​ ​ ​
$2,547,565
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
80,198
​ ​ ​
$2,348,197
​ ​ ​
—
​ ​ ​
—
​ ​ ​
87,007
​ ​ ​
$2,547,565
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
6,809
​ ​ ​
$199,368
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_francoise-bw.jpg]
Françoise Colpron
Age: 53
Bloomfield Hills, Michigan U.S.
Independent
Director since: 2022
Committee membership:
Audit
HRCC
NCGC (Chair)
Results of 2023 vote: 98.87%
Ms. Colpron is a corporate director with over 30 years of global business and legal experience. She most recently served as Group President, North America of Valeo SA, a global automotive supplier listed on the Paris Stock Exchange, from 2008 to 2022 where she was responsible for the activities of the Group in the United States, Mexico and Canada. She joined Valeo in 1998 in the legal department and has had several roles, first as Legal Director for the Climate Control branch in Paris, and then General Counsel for North and South America from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montréal (now part of the Norton Rose Group). Ms. Colpron earned a Civil Law degree from the Université de Montréal, and is a member of the Quebec Bar. She has also received ESG Leadership certification from Diligent Institute and Competent Boards.
​
Key Areas of Expertise
​
​
•
Legal and Human Resources
​
 ​ ​
•
Automotive and Mobility
​
 ​ ​
•
Business Development and Strategy
​
 ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​ Board ​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Sealed Air Corporation (2019 – present)
​
•
Veralto Corporation (2023 – present)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
9,956
​ ​ ​
$291,512
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
2,717
​ ​ ​
$79,554
​ ​ ​
—
​ ​ ​
—
​ ​ ​
9,956
​ ​ ​
$291,512
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
7,239
​ ​ ​
$211,958
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
7
 
​
[MISSING IMAGE: ph_jillkale-bw.jpg]
Jill Kale
Age: 64
Newburg, Maryland U.S.
Independent
Director since: 2022
Committee membership:
Audit
HRCC
NCGC
Results of 2023 vote: 98.88%
Ms. Kale is a corporate director with a distinguished career of over 30 years in the aerospace and defense (“A&D”) sector. In her most recent role as Sector President at Cobham Advanced Electronic Solutions (CAES) (2012-2019), a global A&D company, she was responsible for overseeing the strategic direction and operational performance of the sector, particularly in the design and delivery of advanced radar, electronic warfare, missile guidance, and defense electronic systems. Prior to this, Ms. Kale held leadership positions at Northrop Grumman and BAE Systems, where she provided leadership in managing and delivering complex A&D projects, including large-scale surveillance radar systems, electronic warfare suites, and integrated solutions for the U.S. military. She currently sits on the Board of Directors of iDirect Government, LLC, a wholly owned subsidiary of ST Engineering iDirect, Inc. (since 2022), which provides secure satellite-based voice, video and data applications. 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.
​
Key Areas of Expertise
​
​
•
Technology and Engineering
​
 ​ ​
•
A&D
​
 ​ ​
•
Business Development and Strategy
​
 ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
—
​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
15,929
​ ​ ​
$466,401
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
1,756
​ ​ ​
$51,416
​ ​ ​
—
​ ​ ​
—
​ ​ ​
15,929
​ ​ ​
$466,401
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
14,173
​ ​ ​
$414,985
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_lkoellner-bw.jpg]
Laurette T. Koellner
Age: 69
Merritt Island, Florida U.S.
Independent
Director since: 2009
Committee membership:
Audit (Chair)
HRCC
NCGC
Results of 2023 vote: 97.76%
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.
​
Key Areas of Expertise
​
​
•
Public Company Board Expertise
​
 ​ ​
•
Audit and Finance
​
 ​ ​
•
Human Resources
​
 ​
​
•
Audit Committee Financial Expert
​
 ​ ​ ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Papa John’s International, Inc. (2014 – present)
​
•
Nucor Corporation (2015 – present)
​
•
The Goodyear Tire & Rubber Company (2015 – present) (Board Chair)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
287,684
​ ​ ​
$8,423,388
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
279,931
​ ​ ​
$8,196,380
​ ​ ​
—
​ ​ ​
—
​ ​ ​
287,684
​ ​ ​
$8,423,388
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
7,753
​ ​ ​
$227,008
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
8
 
​
[MISSING IMAGE: ph_robertmionis-bw.jpg]
Robert A. Mionis
Age: 60
Hampton, New Hampshire U.S.
Not Independent
Director since: 2015
Committee membership:
None
Results of 2023 vote: 98.61%
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. He holds a Bachelor of Science in Electrical Engineering from the University of Massachusetts.
​
Key Areas of Expertise
​
​
•
Strategy
​
 ​ ​
•
Operations and Supply Chain
​
 ​ ​
​
•
Technology and Engineering
​
 ​ ​
•
Business Transformation and Development
​
 ​ ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Shawcor Ltd. (now known as Mattr Corp.) (2018 – 2021)
​
 ​
​ Audit ​ ​
—
​ ​
—
​ ​
​ HRCC ​ ​
—
​ ​
—
​ ​
​ NCGC ​ ​
—
​ ​
—
​ ​
​ Combined Total ​ ​
9 of 9
​ ​
100%
​ ​
​ ​
Director Share Ownership(3)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
RSUs
​ ​ ​
PSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
741,417
​ ​ ​
$21,708,690
​ ​ ​
414,343
​ ​ ​
$12,131,963
​ ​ ​
1,066,666
​ ​ ​
$31,231,981
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
695,167
​ ​ ​
$20,354,490
​ ​ ​
468,362
​ ​ ​
$13,713,639
​ ​ ​
971,878
​ ​ ​
$28,456,588
​ ​ ​
2,222,426
​ ​ ​
$65,072,634
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
46,250
​ ​ ​
$1,354,200
​ ​ ​
-54,019
​ ​ ​
-$1,581,676
​ ​ ​
94,788
​ ​ ​
$2,775,393
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
[MISSING IMAGE: ph_luismuller-bw.jpg]
Luis A. Müller
Age: 54
San Diego, California U.S.
Independent
Director since: 2021
Committee membership:
Audit
HRCC
NCGC
Results of 2023 vote: 98.83%
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.
​
Key Areas of Expertise
​
​
•
Executive Leadership
​
 ​ ​
•
Capital Equipment
​
 ​ ​
•
Business Development and Strategy
​
 ​
​
•
Audit Committee Financial Expert
​
 ​
​ 2023 Board and Committee Attendance ​ ​ ​
Other Public Company Directorships
(during the past five years)
​
​ Board ​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Cohu Inc. (2014 – present)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
—
​ ​ ​
—
​ ​ ​
37,572
​ ​ ​
$1,100,108
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
—
​ ​ ​
—
​ ​ ​
23,399
​ ​ ​
$685,123
​ ​ ​
—
​ ​ ​
—
​ ​ ​
37,572
​ ​ ​
$1,100,108
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
—
​ ​ ​
—
​ ​ ​
14,173
​ ​ ​
$414,985
​ ​ ​
—
​ ​ ​
—
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
 
9
 
​
[MISSING IMAGE: ph_mikewilson-bw.jpg]
Michael M. Wilson
Age: 72
Bragg Creek, Alberta Canada
Independent
Director since: 2011
Committee membership:
Audit
HRCC
NCGC
Results of 2023 vote: 98.42%
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.
​
Key Areas of Expertise
​
​
•
Public Company Board Expertise
​
 ​ ​
•
Business Development
​
 ​ ​
•
Corporate Governance
​
 ​
​ 2023 Board and Committee Attendance ​ ​ ​ Other Public Company Directorships
(during the past five years) 		​
​
Board
​ ​
9 of 9
​ ​
100%
​ ​ ​
•
Air Canada (2014 – present)
​
•
Suncor Energy Inc. (2014 – 2024) (Board Chair)
​
 ​
​ Audit ​ ​
6 of 6
​ ​
100%
​ ​
​ HRCC ​ ​
6 of 6
​ ​
100%
​ ​
​ NCGC ​ ​
5 of 5
​ ​
100%
​ ​
​ Combined Total ​ ​
26 of 26
​ ​
100%
​ ​
​ ​
Director Share Ownership(2)
​ ​
​ ​
Year
​ ​ ​
SVS
​ ​ ​
DSUs
​ ​ ​
RSUs
​ ​ ​
Total
#
​ ​ ​
Total
Value
​ ​ ​
Target
Met
​ ​
​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​ ​
#
​ ​ ​
$
​ ​
​ ​
2023
​ ​ ​
14,111
​ ​ ​
$413,170
​ ​ ​
283,131
​ ​ ​
$8,290,076
​ ​ ​
58,913
​ ​ ​
$1,724,973
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
2022
​ ​ ​
33,533
​ ​ ​
$981,846
​ ​ ​
283,131
​ ​ ​
$8,290,076
​ ​ ​
63,194
​ ​ ​
$1,850,320
​ ​ ​
356,155
​ ​ ​
$10,428,219
​ ​ ​
Yes
​ ​
​ ​
Change
​ ​ ​
-19,422
​ ​ ​
-$568,676
​ ​ ​
—
​ ​ ​
—
​ ​ ​
-4,281
​ ​ ​
-$125,347
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
​
(1)
Mr. Ahuja was appointed to the Board, and each standing committee of the Board, effective January 29, 2024, and is being proposed for election for the first time at the Meeting. Mr. Ahuja will be required to comply with the Director Share Ownership Guidelines within five years of his appointment.
​
(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, 2022 and December 31, 2023 (as applicable). The $ value and “Total Value” of all such securities is based on the closing price of SVS on the NYSE on December 29, 2023 ($29.28), 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).
​
(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 2022 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2022, as well as performance share units (“PSUs”) with a performance period end date of December 31, 2022 that settled (at 200% of target) on February 4, 2023. The securities in the table for 2023 represent all SVS beneficially owned and all unvested RSUs held as of December 31, 2023, as well as PSUs with a performance period end date of December 31, 2023 that settled (at 200% of target) on February 2, 2024. All other unvested PSUs held by Mr. Mionis at year-end are not included. The $ value and “Total Value” for such securities is based on the closing price of SVS on the NYSE on December 29, 2023 ($29.28), the last trading day of the year.
​
 
10
 
​ 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).
As part of a comprehensive review of director compensation in 2023, the HRCC engaged WTW (the “Compensation Consultant”) to provide competitive market information on director compensation policies and practices (see Compensation Discussion and Analysis — Compensation Objectives — Independent Advice for a discussion regarding the role of the Compensation Consultant). Prior to this review, director compensation had not been changed since January 1, 2016.
As a result of this review, the HRCC approved an increase to the annual director and Chair retainers in order to align director fees with competitive market compensation. Additionally, an annual retainer for the NCGC Chair was established in order to recognize that this role is no longer carried out by the Chair of the Board. These changes became effective August 1, 2023. The director fee structure for 2023 is set forth in Table 1 below.
Table 1: Directors’ Fees(1)
​ ​
Element(2)
​ ​ ​
Director Fee Structure
​ ​
​
January 1 – July 31, 2023
​ ​ ​
August 1 – December 31, 2023
​ ​
​ ​
Annual Board Retainer
​ ​ ​
Board Chair
​ ​ ​
$360,000
​ ​ ​
$400,000
​ ​
​
Directors
​ ​ ​
$235,000
​ ​ ​
$275,000
​ ​
​ ​
Annual Retainer for the Audit Committee Chair
​ ​ ​
$20,000
​ ​ ​
$35,000
​ ​
​ ​
Annual Retainer for the HRCC Chair
​ ​ ​
$15,000
​ ​ ​
$25,000
​ ​
​ ​
Annual Retainer for the NCGC Chair(3)
​ ​ ​
—
​ ​ ​
$20,000
​ ​
​
(1)
Does not include Mr. Mionis, President and CEO of the Corporation, whose compensation is set out in Table 19 of this Circular. Does not include fees payable to Onex under a services agreement for the service of Mr. Tawfiq Popatia (an officer of Onex) as a director. Such fees were payable until completion of the secondary public offering of SVS by Onex on August 4, 2023, and are described in footnote 11 to Table 2 of this Circular.
​
(2)
Paid in quarterly installments in arrears.
​
A $2,500 travel fee is also payable to directors who travel outside of their home state or province to attend a Board or Committee meeting. Directors may also receive further retainers and meeting fees for participation on ad hoc committees. No incremental fees were paid to directors for their participation on the Director Search Committee in 2023.
The Board has the discretion to grant supplemental equity awards to individual directors as deemed appropriate (no such discretion was exercised in 2023).
(3)
Prior to Ms. Colpron’s appointment as Chair of the NCGC, the Chair of the Board also served as the Chair of the NCGC and no additional fee was paid for such service.
​
 
11
​ 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 2023 ​
All compensation paid in 2023 by the Corporation to the directors elected at the Corporation’s 2023 Annual Meeting of Shareholders (“2023 AGM”) or subsequently appointed to the Board is set out in Table 2, except for the compensation of Mr. Mionis, President and CEO of the Corporation, which is set out in Table 19 of this Circular. The Board earned an aggregate of $2,254,250 in Total Annual Fees in respect of 2023, including total grants of $1,260,223 in DSUs and $386,630 in RSUs (excluding fees paid to Mr. Mionis, whose compensation is set out in Table 19 of this Circular, and fees payable to Onex during 2023 for the service of Mr. Popatia as a director, which are described in footnote 11 to Table 2 of this Circular).
12
 
Table 2: Director Fees Earned in Respect of 2023
​ ​ ​ ​ ​ ​
Annual Fees Earned
​ ​ ​
Allocation of Annual Fees(1)(2)
​ ​
​ ​
Name(3)
​ ​ ​
Annual
Board
Retainer
​ ​ ​
Annual
Committee
Chair
Retainer
​ ​ ​
Travel
Fees(4)
​ ​ ​
Total Fees
​ ​ ​
DSUs(5)
​ ​ ​
RSUs(5)
​ ​ ​
Cash(6)
​ ​
​ ​ Robert A. Cascella ​ ​ ​
$251,630
​ ​ ​
$19,158(7)
​ ​ ​
$5,000
​ ​ ​
$275,788
​ ​ ​
$137,894
​ ​ ​
—
​ ​ ​
$137,894
​ ​
​ ​ Deepak Chopra ​ ​ ​
$251,630
​ ​ ​
—
​ ​ ​
—
​ ​ ​
$251,630
​ ​ ​
$125,815
​ ​ ​
—
​ ​ ​
$125,815
​ ​
​ ​ Françoise Colpron ​ ​ ​
$251,630
​ ​ ​
$8,316(8)
​ ​ ​
$10,000
​ ​ ​
$269,946
​ ​ ​
$134,973
​ ​ ​
—
​ ​ ​
$134,973
​ ​
​ ​ Daniel P. DiMaggio(9) ​ ​ ​
$251,630
​ ​ ​
—
​ ​ ​
$7,500
​ ​ ​
$259,130
​ ​ ​
$194,348
​ ​ ​
—
​ ​ ​
$64,782
​ ​
​ ​ Jill Kale ​ ​ ​
$251,630
​ ​ ​
—
​ ​ ​
$10,000
​ ​ ​
$261,630
​ ​ ​
$261,630
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Laurette T. Koellner ​ ​ ​
$251,630
​ ​ ​
$26,236(10)
​ ​ ​
$10,000
​ ​ ​
$287,866
​ ​ ​
$143,933
​ ​ ​
—
​ ​ ​
$143,933
​ ​
​ ​ Luis A. Müller ​ ​ ​
$251,630
​ ​ ​
—
​ ​ ​
$10,000
​ ​ ​
$261,630
​ ​ ​
$261,630
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Tawfiq Popatia(11) ​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​
​ ​ Michael M. Wilson ​ ​ ​
$376,630
​ ​ ​
—
​ ​ ​
$10,000
​ ​ ​
$386,630
​ ​ ​
—
​ ​ ​
$386,630
​ ​ ​
—
​ ​
​
(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 2023 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 2023 Annual Fees in cash, with the balance either in DSUs or RSUs. The Annual Fees received by directors in DSUs for 2023 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 $12.90 on March 31, 2023, $14.50 on June 30, 2023, $24.52 on September 29, 2023 (the last trading day of the quarter) and $29.28 on December 29, 2023 (the last trading day of the year). The Annual Fees received by directors in RSUs for 2023 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 $12.64 on March 30, 2023, $14.37 on June 29, 2023, $24.52 on September 29, 2023 and $29.28 on December 29, 2023.
​
(2)
For 2023, 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 ​ ​ ​
—
​ ​ ​
100%
​ ​ ​
—
​ ​ ​
​ ​ ​ ​ ​ Michael M. Wilson ​ ​ ​
—
​ ​ ​
—
​ ​ ​
100%
​ ​ ​
​
(3)
Mr. Ahuja was appointed to the Board effective January 29, 2024.
​
(4)
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.
​
(5)
Amounts in this column represent the grant date fair value of the units issued in respect of 2023 Annual Fees which is the same as their accounting value.
​
(6)
Amounts in this column represent the portion of 2023 Annual Fees paid in cash.
​
(7)
Represents the annual retainer for the Chair of the HRCC.
​
(8)
Represents the annual retainer for the Chair of the NCGC.
​
(9)
Mr. DiMaggio retired from the Board effective January 29, 2024, and is not standing for re-election to the Board at the Meeting.
​
(10)
Represents the annual retainer for the Chair of the Audit Committee.
​
(11)
Mr. Popatia is an officer of Onex and did not receive any compensation in his capacity as a director of the Corporation in 2023; however, Onex received $159,008 in DSUs for providing the services of Mr. Popatia as a director in 2023, prior to completion of the secondary public offering of SVS by Onex on August 4, 2023, 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 terminated automatically on September 3, 2023. In accordance with the provisions of such agreement, we paid Onex approximately $9.2 million in cash on October 18, 2023 to settle Onex’s outstanding DSUs.
​
 
13
 
​ Directors’ Ownership of Securities ​
​ Outstanding Share-Based Awards ​
Information concerning all outstanding share-based awards as of December 31, 2023 made by the Corporation to each nominee who was serving as a director as of that date (other than Mr. Mionis, whose information is set out in Table 20 of this Circular), including awards granted prior to 2023, is set out in Table 3. 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.
Table 3: Outstanding Share-Based Awards
​ ​ ​ ​ ​ ​
Number of
Outstanding Securities
​ ​ ​
Market Value of
Outstanding Securities(1)
($)
​ ​
​ ​
Name(2)
​ ​ ​
DSUs
(#)
​ ​ ​
RSUs
(#)
​ ​ ​
DSUs
($)
​ ​ ​
RSUs
($)
​ ​
​ ​ Robert A. Cascella ​ ​ ​
71,079
​ ​ ​
—
​ ​ ​
$2,081,193
​ ​ ​
—
​ ​
​ ​ Deepak Chopra ​ ​ ​
87,007
​ ​ ​
—
​ ​ ​
$2,547,565
​ ​ ​
—
​ ​
​ ​ Françoise Colpron ​ ​ ​
9,956
​ ​ ​
—
​ ​ ​
$291,512
​ ​ ​
—
​ ​
​ ​ Jill Kale ​ ​ ​
15,929
​ ​ ​
—
​ ​ ​
$466,401
​ ​ ​
—
​ ​
​ ​ Laurette T. Koellner ​ ​ ​
287,684
​ ​ ​
—
​ ​ ​
$8,423,388
​ ​ ​
—
​ ​
​ ​ Luis A. Müller ​ ​ ​
37,572
​ ​ ​
—
​ ​ ​
$1,100,108
​ ​ ​
—
​ ​
​ ​ Michael M. Wilson ​ ​ ​
283,131
​ ​ ​
58,913
​ ​ ​
$8,290,076
​ ​ ​
$1,724,973
​ ​
​
(1)
The market value of DSUs and unvested RSUs was determined using a share price of $29.28, which was the closing price of the SVS on the NYSE on December 29, 2023, the last trading day of the year.
​
(2)
Mr. Ahuja was appointed to the Board effective January 29, 2024.
​
​ 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). 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, 2023.
 
14
 
Table 4: Shareholding Requirements
​ ​ ​ ​ ​ ​
Shareholding Requirements
​ ​
​ ​
Director(1)(2)
​ ​ ​
Target Value as of
December 31, 2023
​ ​ ​
Value as of
December 31, 2023(3)
​ ​ ​
Met Target as of
December 31, 2023
​ ​
​ ​ Robert A. Cascella ​ ​ ​
$412,500
​ ​ ​
$2,081,193
​ ​ ​
Yes
​ ​
​ ​ Deepak Chopra ​ ​ ​
$412,500
​ ​ ​