CELESTICA INC
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)
| Filed by the Registrant x | ||
| Filed by a Party other than the Registrant o | ||
| Check the appropriate box: | ||
| o | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material under §240.14a-12 | |
| Celestica Inc. | ||
|---|---|---|
| (Name of Registrant as Specified in its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
| Payment of Filing Fee (Check all boxes that apply): | ||
| x | No fee required. | |
| o | Fee paid previously with preliminary materials. | |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
CELESTICA INC.
NOTICE OF MEETING
AND
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 19, 2026
MESSAGE FROM THE CHAIR OF THE BOARD
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to report that Celestica delivered exceptional results in 2025, exceeding our annual outlook across all key financial performance metrics. This success is a testament to the dedication of our global workforce and the sustained impact of our leadership team. Our performance was driven by a combination of strong operational execution, improved operating leverage, and our ability to capture robust demand within the evolving data center technology landscape.
Strengthening Our Foundation
The accompanying Proxy Statement details the governance policies that underpin our Board’s oversight of Celestica’s strategy and operations. As we continue to align with key customers on multi-year capacity to support long-term infrastructure needs, the Board remains focused on ensuring our governance framework evolves alongside the markets we serve.
Following our annual governance review, we have refined our oversight structure to better address the opportunities and complexities of the digital age. This includes vesting the Board with direct oversight of our long-term technology strategy, while delegating specific risk areas, such as financial exposure, human capital, and director education, to our Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees, respectively. Detailed information on these enhancements can be found under the Corporate Governance section of the Proxy Statement.
Board Evolution
We are committed to maintaining a Board with the wide-ranging expertise necessary to guide Celestica’s future. During 2025, we were pleased to welcome Christopher W. Colpitts as our newest director and to welcome back Laurette T. Koellner to the Board, who will act as our Lead Independent Director when Robert A. Mionis assumes his new role as Chair and CEO. More recently, we are delighted to welcome David Reeder, whose appointment to the Board is effective May 1, 2026.
We also saw the departure of Luis A. Müller after four years of dedicated service. I would like to personally thank Luis for his many contributions and his commitment to our shareholders during his tenure.
Looking Ahead
As we move into 2026, we see significant opportunities for continued shareholder value creation as our business scales. I encourage you to read the attached Proxy Statement and vote your shares in support of the Board’s recommendations. Our Annual Report is also available for your review at www.celestica.com/shareholder-documents.
As I prepare to step down from the Board at the conclusion of my tenure with the company, I want to express my sincere gratitude for your support over the years. It has been a privilege to serve as Chair of such a talented and dedicated organization. I have the utmost confidence in Rob as Chair, with his deep understanding of our business and vision for the future that will ensure Celestica’s continued success, and in Laurette as our new Lead Independent Director, a seasoned Board member with deep financial acumen, wide-ranging industry insights, and broad governance experience. I encourage you to join Rob, Laurette and the entire Board for our 2026 Annual Meeting of Shareholders on May 19, 2026 at 9:30 a.m. EDT. To ensure all shareholders can participate, we will host a hybrid meeting, allowing you to attend either in person or virtually.
Thank you for your continued support and for your investment in Celestica.
Yours sincerely,
Chair of the Board
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| TABLE OF CONTENTS | |
|---|---|
| MESSAGE FROM THE CHAIR OF THE BOARD | i |
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CELESTICA INC | iii |
| HIGHLIGHTS | iv |
| PROXY STATEMENT | 1 |
| About the Information in this Proxy Statement | 1 |
| Receipt of Financial Statements | 4 |
| Security Ownership of Certain Beneficial Owners and Management | 4 |
| Matter 1: Election of Directors | 6 |
| Election of Directors | 6 |
| 2025 Director Compensation | 14 |
| Directors’ Fees Earned in 2025 | 15 |
| 2026 Changes to Director Compensation | 17 |
| Director Share Ownership Guidelines | 18 |
| Corporate Governance | 19 |
| Board of Directors | 19 |
| Committees of the Board | 23 |
| Orientation and Continuing Education | 26 |
| Director Criteria and Nomination Process | 27 |
| Director Assessments | 30 |
| Governance Policies and Practices | 30 |
| Matter 2: Approval of Appointment of Auditor and Authority of Board to Fix Auditor Remuneration | 36 |
| Audit Committee Report | 37 |
| 2025 Voting Results | 38 |
| Matter 3: Advisory Vote to Approve Named Executive Officer Compensation | 38 |
| HRCC Letter To Shareholders | 40 |
| Compensation Committee Report | 42 |
| Compensation Discussion and Analysis | 43 |
| Compensation Objectives | 45 |
| Compensation Elements for the Named Executive Officers | 50 |
| Employment Agreements and Offer Letters | 54 |
| Insider Trading Policy | 54 |
| Anti-Hedging and Anti-Pledging Policy | 54 |
| Clawback and Recoupment Policies | 55 |
| Executive Share Ownership | 55 |
| 2025 Compensation Decisions | 57 |
| Compensation of Named Executive Officers | 63 |
| Summary Compensation Table | 63 |
| Grant of Plan-Based Awards | 64 |
| Outstanding Equity Awards at Fiscal Year-End | 64 |
| Option Exercises and Stock Vested in 2025 | 66 |
| Defined Contribution Plans | 66 |
| Nonqualified Deferred Compensation in 2025 | 67 |
| Equity Compensation Plans | 68 |
| Termination of Employment and Change in Control Arrangements with Named Executive Officers | 76 |
| Pay versus Performance | 81 |
| CEO Pay Ratio | 83 |
| Date of Submission of Shareholder Proposals and Director Nominations | 84 |
| General Information About the Meeting | 85 |
| Certificate | 92 |
| Appendix A - Board of Directors Mandate | A-1 |
| Appendix B - Non-GAAP Financial Measures | B-1 |
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