Chris Colpitts
About Chris Colpitts
Chris Colpitts is an independent director of Celestica Inc., appointed effective July 28, 2025, with committee assignments to the Audit Committee, Human Resources and Compensation Committee (HRCC), and Nominating and Corporate Governance Committee (NCGC) . The Board determined he is independent under Canadian securities laws and NYSE listing standards . He brings ~20 years of technology, media, and telecommunications (TMT) experience across investment banking and private equity; he is currently a Founder at Granite Peak Capital Group and previously served as Senior Managing Director and Head of U.S. TMT at CVC Capital Partners, Global Co‑Head of TMT Investment Banking at Deutsche Bank, and Managing Director/Global Head of Electronics Investment Banking at Lehman Brothers . The 8‑K states there are no related‑party transactions requiring disclosure under Item 404(a) in connection with his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVC Capital Partners | Senior Managing Director; Head of U.S. TMT | Not disclosed | Led and advised on significant TMT transactions, adding deal and governance acumen |
| Deutsche Bank | Global Co‑Head of TMT Investment Banking | Not disclosed | Strategic advisory across TMT verticals; capital markets and M&A expertise |
| Lehman Brothers | Managing Director; Global Head of Electronics Investment Banking | Not disclosed | Sector leadership and electronics domain coverage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Granite Peak Capital Group | Founder | Current | Private investment firm; current affiliation disclosed in appointment filings |
Board Governance
- Independence: Board determined Colpitts is independent under Canadian securities laws and NYSE standards .
- Committee assignments: Audit, HRCC, and NCGC (member roles; no chair designation disclosed) .
- Appointment/tenure marker: Effective July 28, 2025 (mid‑FY25) .
- Board practices (Company-level signals): Independent Chair; all three standing committees are fully independent; in‑camera sessions of independent directors occur at every Board and Audit/HRCC/NCGC meeting (enhances oversight quality) .
Committee Memberships (Current)
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit Committee | Member | Committee composed solely of independent directors; financial literacy required |
| HRCC | Member | Fully independent; oversees compensation and consultant independence |
| NCGC | Member | Fully independent; oversees governance, board composition, policies |
Fixed Compensation
Colpitts will be compensated in accordance with Celestica’s non‑employee director policy (quarterly in arrears). Policy amounts below reflect the 2024 structure disclosed in the latest proxy; no separate committee membership fees are disclosed (only chair retainers and travel fee) .
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (Director) | $275,000 | Paid quarterly; non‑employee directors |
| Annual Board Retainer (Board Chair) | $400,000 | For reference; not applicable to Colpitts absent chair role |
| Audit Committee Chair Retainer | $35,000 | Chair only; Colpitts appointed as member, not chair |
| HRCC Chair Retainer | $25,000 | Chair only |
| NCGC Chair Retainer | $20,000 | Chair only |
| Travel Fee | $2,500 per meeting | For travel outside home state/province for Board/Committee meetings |
Performance Compensation
Non‑employee director equity is delivered via DSUs and, once ownership guidelines are met, directors may elect RSUs; RSUs vest time‑based (no performance metrics). Directors elect a cash/DSU/RSU mix per policy; if no election, 100% of Annual Fees are paid in DSUs .
| Equity/Plan Feature | Terms |
|---|---|
| DSU default/election | If no election is made, 100% of Annual Fees paid in DSUs; prior to meeting guidelines, directors can elect 0/25/50% cash, balance DSUs |
| RSU eligibility | After meeting Director Share Ownership Guidelines, directors may elect RSUs for the non‑cash portion |
| RSU vesting | Each quarterly RSU grant vests 1/3 on the 1st, 2nd, and 3rd anniversaries; unvested RSUs vest at retirement |
| DSU settlement | DSUs settle upon retirement; cash value based on closing price on the valuation date; settlement within 90 days |
| Annual cap on director compensation | Aggregate annual director compensation generally capped at $750,000 |
Note: Director equity is not tied to financial/ESG performance metrics; PSUs exist in the omnibus plan, but the director program uses DSUs/RSUs and time‑based vesting .
Other Directorships & Interlocks
- No other public company directorships were disclosed in Colpitts’s appointment filings; the press release and 8‑K highlight executive roles and current private firm affiliation (Granite Peak Capital Group) .
- Company‑level governance: none of the (then‑)current directors serve together on another public company board, reducing interlock risk (contextual signal) .
Expertise & Qualifications
- 20 years of TMT sector experience spanning investment banking and private equity, with a focus on strategic transactions and corporate development .
- Senior leadership in TMT at CVC; global TMT investment banking leadership at Deutsche Bank; electronics investment banking leadership at Lehman Brothers (deal and capital markets expertise relevant to EMS/technology platforms) .
Equity Ownership
| Policy/Item | Requirement/Status |
|---|---|
| Director Share Ownership Guidelines | 150% of annual retainer (directors) within 5 years of joining the Board; 187.5% for Board Chair |
| Eligible holdings toward guideline | Common Shares, DSUs, and unvested RSUs count toward the requirement |
| Compliance horizon for Colpitts | Policy allows 5 years from appointment; appointed July 28, 2025 (implies a July 28, 2030 compliance horizon based on policy) |
Governance Assessment
- Positives: Independent director with deep TMT and capital markets expertise; appointed to all three key oversight committees (Audit/HRCC/NCGC), enhancing board capacity on finance, risk, compensation, and governance; Board determined independence; no related‑party transactions under Item 404(a) at appointment; robust governance practices including independent Chair and in‑camera sessions at every meeting .
- Compensation/Alignment: Policy emphasizes equity via DSUs/RSUs with ownership guidelines (150% of retainer in 5 years), aligning directors with shareholders; director pay structure is transparent and competitive; annual cap of $750k for director compensation limits pay inflation .
- Shareholder Signals: 2024 advisory say‑on‑pay received 93.50% support; 2025 say‑on‑pay passed at the AGM (supportive sentiment), reinforcing overall governance confidence backdrop .
- Watch items: As Colpitts is founder of Granite Peak Capital Group (private), monitor for any future related‑party dealings or transactions involving entities with which he is affiliated (none disclosed at appointment) .
- Attendance/Engagement: 2024 board/committee attendance among then‑directors was 100% (strong culture of engagement); Colpitts joined mid‑2025, so individual attendance data is not yet disclosed .
Related-Party and Conflict Checks
| Item | Disclosure |
|---|---|
| Item 404(a) related‑party transactions at appointment | None; 8‑K states no transactions requiring disclosure under Item 404(a) |
| Independence determinations | Independent under Canadian securities laws and NYSE listing standards |
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay (Advisory) | 93.50% approval |
| 2025 Say‑on‑Pay (Advisory) | Passed at AGM; annual frequency preferred |
Director Compensation Policy Snapshot (Context for 2024)
| Name (2024) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Typical non‑chair director | n/a | n/a | Median observations ~$285,000 equity at 100% DSU/RSU among some directors (see table for specific directors) |
| Examples (Ahuja; Kale; Müller) | See per‑director: Ahuja $131,923 cash/$131,923 stock; Kale $0 cash/$285,000 stock; Müller $0 cash/$285,000 stock |
Note: Colpitts was appointed in July 2025; 2024 director compensation table illustrates structure/mix among then‑directors, not his actual compensation .