Douglas Parker
About Douglas Parker
Douglas Parker is Chief Legal Officer and Corporate Secretary of Celestica (CLS), leading global legal, compliance, ethics, and sustainability and serving as Secretary to the Board . He joined Celestica in 2024 after senior legal and corporate development roles at OpenText and prior leadership at Quarterhill and Nortel; he holds an MBA (Ivey), LLB (Queen’s), and BA (University of Toronto) . During 2024, Celestica delivered revenue of $9.65B, record adjusted operating margin of 6.5%, non-GAAP free cash flow of $306M, and ~215% share price appreciation versus 2023, underscoring strong value creation under the current leadership team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OpenText | Executive Vice President, Corporate Development | 2022–2024 | Completed ~30 acquisitions; led significant capital deployment . |
| Quarterhill Inc. | President & CEO | 2017–2019 | Led corporate transformation and portfolio strategy . |
| OpenText | Vice President, General Counsel & Assistant Secretary | 2009–2014 | Led global legal function during expansion and M&A . |
| OpenText | Interim GM, Brazil (Executive) | 2014 | Oversaw regional operations during transition . |
| Nortel Networks | Managing Attorney | 2007–2009 | Managed legal matters in large-scale telecom environment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Parker . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | Parker was not a Named Executive Officer (NEO) in the 2025 Proxy; CD&A covers CEO, CFO, and three other NEOs only . |
| Target bonus % | Not disclosed | Not included in NEO tables . |
| Actual bonus paid | Not disclosed | Not included in NEO tables . |
Performance Compensation
- Celestica’s executive annual incentive (CTI) design and results (applies to NEOs; Parker’s specific participation not disclosed):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Company Performance Factor (CPF) |
|---|---|---|---|---|---|---|
| IFRS Revenue | 40% | $7,820M | $8,500M | $9,180M | $9,646M | 185% . |
| Non-IFRS Operating Margin | 40% | 4.85% | 5.60% | 6.35% | 6.5% | 185% . |
| Non-IFRS Adjusted Free Cash Flow | 20% | $150M | $200M | $250M | $296M | 185% . |
- PSU program (company design; Parker’s individual grants not disclosed):
| Award Year | Primary Metric | Relative Modifier | Payout Range | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| 2023 PSUs | Non-GAAP Adjusted EPS over 3 years | TSR vs S&P Americas BMI Technology Hardware & Equipment Index (−30% to +30%) | 0–200% | Settles after 3-year period (to be determined Jan 2026) | HRCC-approved target range; modifier mechanics disclosed . |
| 2022 PSUs | 2024 non-IFRS Operating Margin (final-year) | Avg non-IFRS Adjusted ROIC and relative TSR (each ±25%) | 0–200% | Settled at 200% on Feb 1, 2025 | Maximum performance achieved; settlement date disclosed . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Section 16 status | Parker filed a Form 3 Power of Attorney on Dec 10, 2024, indicating Section 16 officer status; attorneys-in-fact appointed for Forms 3/4/5 filings . |
| Beneficial ownership (individual) | Not separately disclosed in the 2025 Proxy; “Security Ownership of Management” table lists directors and NEOs (not the CLO) . |
| Executive share ownership guidelines | Company requires specified executives to hold multiples of salary; compliance reviewed annually and expected within five years; table shown for CEO/CFO/Presidents/COO . |
| Anti-hedging/anti-pledging | Executives and directors are prohibited from hedging and pledging company securities; purchasing on margin is prohibited . |
| Clawback policies | SEC Rule 10D-1 compliant clawback for covered executives upon accounting restatements; separate recoupment policy for breaches of post-employment provisions; SOX Section 304 also applies . |
| PSU settlement cadence | Notable vesting/sale window around early February; 2022 PSUs settled Feb 1, 2025 at 200% (potential liquidity event for award holders) . |
Employment Terms
| Topic | Disclosure/Policy |
|---|---|
| Employment start at Celestica | 2024 (role start year) . |
| Role/title | Chief Legal Officer & Corporate Secretary (multiple SEC filings signed by Parker) . |
| Contract, severance, CoC (Parker-specific) | Not disclosed for Parker in 2025 Proxy . |
| Executive severance framework (non-CEO NEOs) | Discretionary Executive Policy Guidelines: up to 2× “Eligible Earnings” on termination without cause; double-trigger CoC provides 24 months Eligible Earnings and full RSU/PSU vesting (performance factor rules per grant timing) . |
| Change-in-control treatment (plan terms) | Awards fully vest on a double trigger (termination without cause or for good reason within defined CoC windows), with performance-award vesting at target or ≥100% of actual depending on grant timing . |
| Non-compete/non-solicit | Compliance with post-employment provisions is tied to incentive recoupment; NEO severance eligibility contingent on such compliance . |
Investment Implications
- Alignment and risk controls: Anti-hedging/anti-pledging and robust clawback frameworks reduce misalignment risk; double-trigger CoC terms avoid windfalls and encourage retention through transactions .
- Transparency gap: Parker is not an NEO; therefore, base salary, target/actual bonus, individual equity awards, and severance terms are not individually disclosed in the 2025 Proxy, limiting pay-for-performance assessment at the individual level .
- Program rigor and potential selling windows: Company-wide executive incentives emphasize top- and bottom-line (revenue, margin, FCF) with high 2024 achievement (CPF 185%) and PSU designs incorporating 3-year EPS and relative TSR; notable PSU vesting in early February (e.g., Feb 1, 2025 at 200%) can create predictable liquidity windows and potential near-term selling pressure among award holders .
- Performance backdrop: Exceptional 2024 performance and ~215% share price increase vs. 2023 underscore value creation under the current leadership team; while not attributable to any single executive, this environment supports positive compensation outcomes and retention, even as individual data for Parker is unavailable .
Key gaps to monitor: future proxies or 8-K 5.02 disclosures for any changes to Parker’s role, compensation arrangements, or employment terms; Forms 4 for trading activity; and any updates to executive share ownership coverage beyond the NEO group .