Amar Maletira
About Amar Maletira
Amar Maletira (age 55) is an independent director of Celestica Inc., appointed effective January 1, 2025; he serves on the Audit Committee, Human Resources and Compensation Committee (HRCC), and Nominating and Corporate Governance Committee (NCGC), and is designated an Audit Committee Financial Expert under SEC/NYSSE rules . He is CEO and a board member of Rackspace Technology (since 2022) and previously served as President & CFO (2020–2022); earlier roles include EVP & CFO at Viavi Solutions (2015–2020) and senior executive positions at HP, Siemens and HCL-Picker; he holds a BE in Electronics & Communication (Karnataka University) and an MBA (Ross School of Business, University of Michigan); his accolades include 2016 Silicon Valley Business Journal CFO of the Year and 2019 Institutional Investor #1 CFO in TMT Mid‑Cap . The Board determined he is independent under Canadian securities laws and NYSE standards and disclosed no related‑party transactions under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rackspace Technology, Inc. | CEO and Director | 2022–present | Board member; focuses on cloud and AI; previously President & CFO |
| Rackspace Technology, Inc. | President & CFO | 2020–2022 | Led finance and operations transformation |
| Viavi Solutions, Inc. | EVP & CFO | 2015–2020 | Public company CFO; capital markets and M&A experience |
| Hewlett-Packard (HP) | Senior executive roles | Not specified | Strategy, sales, finance roles |
| Siemens | Senior executive roles | Not specified | Strategy/sales/finance |
| HCL-Picker | Senior executive roles | Not specified | Strategy/sales/finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rackspace Technology, Inc. | CEO; Director | 2022–present | Public company directorship disclosed in CLS proxy |
Board Governance
- Independence: Board determined Maletira qualifies as an independent director under Canadian securities laws and NYSE listing standards .
- Committees: Audit; HRCC; NCGC; not a chair; Audit Committee Financial Expert designation under Reg S-K 407(d)(5) and NYSE 303A.07 .
- Board structure: Board is 100% independent other than the President & CEO; fully independent committees; no directors sit together on another public company board .
- Attendance: 2024 attendance not applicable (appointed January 2025; proxy table shows blanks for his 2024 attendance) .
Election & Shareholder Votes (June 17, 2025 AGM)
| Item | For | Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Director – Amar Maletira | 71,605,054 | 307,920 (Withheld) | 12,041,322 |
| Say‑on‑Pay (Advisory) | 69,181,846 | 2,321,266 (Against) | 12,041,325 |
| Say‑on‑Pay Frequency | One Year: 68,943,480; Two Years: 248,647; Three Years: 2,439,524; Abstain: 274,490; Broker Non‑Votes: 12,041,785 | ||
| 2025 LTIP Approval | 67,695,109 | 2,777,570 | 12,041,327 |
Fixed Compensation
| Element | Value | Notes |
|---|---|---|
| Annual Board Retainer (Director) | $275,000 | Paid quarterly in arrears; applies to non-employee directors |
| Board Chair Retainer | $400,000 | Not applicable to Maletira |
| Audit Committee Chair Retainer | $35,000 | Not applicable (not chair) |
| HRCC Chair Retainer | $25,000 | Not applicable (not chair) |
| NCGC Chair Retainer | $20,000 | Not applicable (not chair) |
| Travel Fee | $2,500 per meeting when traveling out-of-province/state | Paid as incurred |
| Compensation framework | In accordance with Board’s director compensation guidelines | Equity required via DSUs/RSUs per elections below |
Performance Compensation
| Director Equity Mechanics | Details |
|---|---|
| DSU/RSU Election Prior to Meeting Ownership Guidelines | Directors must elect to receive Annual Fees as 100% DSUs; or 25% cash/75% DSUs; or 50% cash/50% DSUs |
| Election After Meeting Guidelines | 0%, 25%, or 50% cash with balance in DSUs or RSUs; options include 25% cash/75% DSUs; 50% cash/50% DSUs; 100% RSUs; 25% cash/75% RSUs; 50% cash/50% RSUs |
| RSU Vesting (Directors) | Quarterly RSU grants vest one‑third per year on the first, second, and third anniversaries; unvested RSUs vest immediately upon retirement from the Board |
| DSU Settlement | DSUs settle 45 days after retirement (or next business day), and in all cases no later than 90 days; settlement may be in shares or cash at company discretion based on NYSE closing price on valuation date |
| Unit Calculation Reference Prices (2024) | DSU grant price: $44.94 (Mar 28, 2024), $57.33 (Jun 28, 2024), $51.12 (Sep 30, 2024), $92.30 (Dec 31, 2024); RSU grant price: $44.94 (Mar 29, 2024), $57.33 (Jun 28, 2024), $51.08 (Sep 27, 2024), $93.82 (Dec 30, 2024) |
The HRCC employs an independent compensation consultant (Willis Towers Watson) and conducts shareholder engagement on compensation design, reinforcing pay‑for‑performance oversight .
Other Directorships & Interlocks
| Company | Role | Start | Interlock with CLS Board |
|---|---|---|---|
| Rackspace Technology, Inc. | Director; CEO | 2022 | None; CLS policy notes no directors sit together on another public board |
Expertise & Qualifications
- Board‑designated Audit Committee Financial Expert; financially literate under SEC/NYSE definitions .
- Skills matrix: AI expertise; Finance & Treasury; IT & Cybersecurity; senior officer/CEO experience; capital markets; strategy and M&A .
- Education: BE (Electronics & Communication), Karnataka University; MBA, Ross School of Business (University of Michigan) .
- Recognition: 2016 Silicon Valley Business Journal CFO of the Year; 2019 Institutional Investor #1 CFO in TMT Mid‑Cap .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Initial Form 3 Beneficial Ownership | No securities beneficially owned | Filed Jan 7, 2025 |
| Director Share Ownership Guidelines | 150% of annual director retainer (target value $412,500 for a director retainer of $275,000) | Assessed annually; market value basis |
| Compliance Window | Within 5 years of appointment (for Maletira, by Jan 1, 2030) | Applies to non‑employee directors |
| 2024 Holdings Disclosure (Proxy Table) | N/A for Maletira (appointed Jan 2025) | Prior year snapshot excludes him |
Governance Assessment
- Board effectiveness: Strong shareholder support for his election (99.57% of votes cast “For” among voted shares, with 71.6M For vs. 0.31M Withheld) enhances investor confidence; Audit/HRCC/NCGC memberships plus “financial expert” designation strengthen oversight, especially across financial reporting and compensation governance .
- Alignment and incentives: Director compensation requires meaningful equity via DSUs/RSUs and ownership guidelines (150% of retainer), promoting long‑term alignment; independent consultant (WTW) advising HRCC, and annual shareholder engagement signal responsiveness to investor feedback .
- Conflicts and related‑party risk: Company disclosed no related‑party transactions at appointment; Board policy indicates no cross‑board interlocks among CLS directors; independence confirmed under Canadian/NYSE rules .
- Attendance and engagement: 2024 attendance not applicable due to 2025 appointment; Board/committee independence is fully maintained, with robust governance practices (majority voting, code of conduct, director ownership guidelines) .
- RED FLAGS: None identified in filings; note that as of initial Form 3, he reported no CLS securities—watch for progress toward ownership guideline compliance over the five‑year window .