Françoise Colpron
About Françoise Colpron
Françoise Colpron, age 54, is an independent director of Celestica (CLS) since 2022 and currently chairs the Nominating and Corporate Governance Committee (NCGC). She brings 30+ years of global business and legal experience, including serving as Group President, North America at Valeo SA (2008–2022); she holds a Civil Law degree from Université de Montréal and is a member of the Quebec Bar . She serves on the boards of Sealed Air Corporation (since 2019) and Veralto Corporation (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valeo SA | Group President, North America (United States, Mexico, Canada) | 2008–2022 | Led regional operations and strategy for a global automotive supplier |
| Valeo SA | Legal Director, Climate Control Branch (Paris) | Not disclosed | Legal leadership for business unit; cross-border legal oversight |
| Valeo SA | General Counsel, North & South America | 2005–2015 | Regional legal leadership; compliance and governance |
| Ogilvy Renault (now part of Norton Rose) | Lawyer | Pre-1998 | Corporate legal practice; foundational legal training |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sealed Air Corporation (NYSE: SEE) | Director | 2019–present | People & Compensation Committee |
| Veralto Corporation (NYSE: VLTO) | Director | 2023–present | Compensation Committee |
Board Governance
- Independence: The Board determined all current directors (except CEO) are independent; all committee members (Audit, HRCC, NCGC) meet independence standards .
- Committee assignments: Audit; HRCC; NCGC Chair .
- Attendance: 100% attendance at Board and all assigned committees in 2024 (Board: 7/7; Audit: 5/5; HRCC: 5/5; NCGC: 4/4) .
- Voting support: At the June 17, 2025 AGM, Colpron received 66,527,817 votes “For” (92.51%) and 5,385,157 “Withheld” (7.49%) .
- Governance structure: Fully independent Board committees; independent Board Chair; no directors serve together on other public company boards .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer (Director) | $275,000 | Paid quarterly |
| NCGC Chair Retainer | $20,000 | Paid quarterly |
| Travel Fee | $2,500 | Per meeting when travel outside home state/province |
| Payment Election (2024) | 50% Cash / 50% DSUs | Director elections set annually; DSUs credited quarterly |
| 2024 Fees – Cash | $151,250 | Portion of Annual Fees paid in cash |
| 2024 Fees – Stock Awards (DSUs) | $151,250 | Grant date fair value of DSUs |
| 2024 Total | $302,500 | Sum of cash and DSUs |
Quarterly DSU grants (2024):
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| DSUs Granted (#) | 848 | 643 | 745 | 413 |
| Grant Date Fair Value ($) | $38,125 | $36,875 | $38,125 | $38,125 |
Vesting and settlement terms for director awards:
- DSUs: Settle in common shares or cash at the company’s discretion 45 days after retirement; redemption no later than 90 days post-retirement .
- RSUs (if elected by directors who meet ownership guidelines): Vest in equal thirds on the first, second, and third anniversaries; any unvested RSUs vest immediately at retirement .
Performance Compensation
| Item | Details |
|---|---|
| Director performance metrics | None – Director equity awards are time-based; no revenue/EBITDA/TSR metrics apply to director compensation |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Disclosure |
|---|---|---|
| Sealed Air (SEE); Veralto (VLTO) | No Celestica director overlaps with Colpron on external boards | “No directors sit together on another public company board” |
| HRCC Interlocks | None | No HRCC member was a current/former officer; no relationships requiring Item 404 disclosure; no Item 407(e) interlocks in 2024 |
Expertise & Qualifications
- Legal and Human Resources; Automotive and Mobility; Business Development and Strategy .
- Civil Law degree; Quebec Bar member .
- Global operational leadership (Valeo North America president) .
Equity Ownership
| Metric | As of Date | Amount/Status |
|---|---|---|
| Beneficial Common Shares | April 22, 2025 | 0 common shares |
| DSUs Held (Unvested) | December 31, 2024 | 12,605 DSUs; market value $1,163,442 (based on $92.30) |
| Director Ownership Target | December 31, 2024 | $412,500 target; met with $1,163,442 value |
| Anti-hedging / Anti-pledging | Policy | Hedging, margin purchases, borrowing against, or pledging Celestica securities are prohibited for directors . |
Insider Form 4 activity (director share units):
| Date | Instrument | Units | Source |
|---|---|---|---|
| 12/31/2024 | DSUs (derivative security) | 413 | |
| 03/31/2025 | DSUs (derivative security) | 483 | (links to EDGAR index); |
| 06/30/2025 | DSUs (derivative security) | 249 | |
| 09/30/2025 | Director Share Units | 155 |
Each director share unit or DSU represents a contingent right to receive one common share or an equivalent cash amount upon cessation of service, at the company’s discretion .
Governance Assessment
- Board effectiveness and engagement: Colpron’s 100% attendance across Board and committees and her role as NCGC Chair indicate strong engagement and governance leadership .
- Independence and alignment: She is independent; compensation is a mix of cash and DSUs with quarterly settlement mechanics designed to align interests; she meets director ownership guidelines .
- Risk controls: Anti-hedging/anti-pledging policies apply to directors; clawback frameworks are robust (Dodd-Frank/NYSE-compliant; additional recoupment) for incentive compensation under company plans .
- Investor confidence signals: 92.51% support in 2025 director election is strong, though lower than some peers; continued committee leadership and full attendance mitigate concerns .
Potential Conflicts / RED FLAGS
- Related-party exposure: None disclosed; HRCC reported no Item 404 relationships or compensation committee interlocks in 2024 .
- Hedging/pledging: Prohibited by policy (pledging is a common red flag, but policy bans it) .
- Voting outliers: Slightly higher “withheld” rate (7.49%) vs certain peers in 2025; monitor future voting trends and engagement outcomes .
Overall: Strong governance profile with deep legal/operational expertise, NCGC chair responsibilities, full attendance, policy adherence, and ownership guideline compliance. No disclosed related-party risks or interlocks; anti-hedging/pledging and clawbacks reinforce alignment and risk management .