Jason Phillips
About Jason Phillips
Jason Phillips is President of Celestica’s Connectivity & Cloud Solutions (CCS) segment, appointed effective January 1, 2019, with 25+ years of industry experience. He joined Celestica in 2008 and previously served as Senior Vice President, Enterprise and Cloud Solutions; prior roles include Vice President & General Manager at Elcoteq and five years in senior roles at Solectron. Phillips holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and is age 51. In 2024, he led CCS to $6.49B revenue, up 40% year-over-year and representing 67% of Celestica’s total revenue, supporting a corporate CTI Company Performance Factor (CPF) outcome of 185% with all measures achieved at maximum levels .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celestica | Senior Vice President, Enterprise & Cloud Solutions | Not disclosed | Led strategy and execution pre-2019 appointment to CCS President |
| Elcoteq | Vice President & General Manager, Personal Communications | Not disclosed | Business leadership in personal communications |
| Solectron | Senior roles spanning sales, global account management, BU leadership, operations | 5 years | Multi-disciplinary leadership across commercial and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Phillips |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Reported Salary ($) | $485,000 | $503,836 | $540,055 |
| Base Salary Rate ($, effective Apr 1) | $485,000 | $510,000 | $550,000 |
| Target Incentive % (CTI) | 80% | 80% | 80% |
| All Other Compensation ($) | $85,086 | $103,149 | $114,476 |
Performance Compensation
Annual Incentive (CTI) Design and Outcomes
| Component | Weighting | Target Definition | 2024 Achievement | Payout Effects |
|---|---|---|---|---|
| Revenue (IFRS) | 40% | Annual corporate revenue target (IFRS) | Maximum achieved | Contributed to CPF 185% (subject to cap) |
| Operating Margin (non-IFRS) | 40% | Non-IFRS operating margin target | Maximum achieved | Enables revenue component >100% only if margin target met (met) |
| Adjusted Free Cash Flow (non-IFRS) | 20% | Non-IFRS adjusted free cash flow | Maximum achieved | Contributed to CPF 185% |
| Individual Performance Factor (IPF) | — | CEO-assessed NEO contributions | Range 1.07–1.39 across NEOs (Phillips met/exceeded) | Applied within CTI formula (subject to cap) |
| CTI Outcomes | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $776,000 | $806,137 | $864,088 |
| 2024 Award As % of Base Salary | — | — | 160% (capped at 2x target) |
Long-Term Incentives (LTI) – RSUs and PSUs (2024 Grants)
| Award Type | Grant Date | Target Shares (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | Feb 2, 2024 | 22,148 | Time-based, ratable over 3 years (starts first anniversary) | $800,000 |
| PSUs | Feb 2, 2024 | 33,223 (target) | 3-year performance; non-GAAP adjusted EPS vs target, modified by relative TSR (–30% to +30%); 0–200% payout | $1,437,600 (target) |
Vesting schedules: 2023 RSUs vest 1/3 on Jan 31, 2024; 1/3 on Jan 31, 2025; remainder on Dec 1, 2025; 2024 RSUs vest 1/3 on Feb 2, 2025; 1/3 on Feb 2, 2026; remainder on Dec 1, 2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Common Shares) | 0 shares as of April 22, 2025 |
| Executive Share Ownership Guideline | 3× salary ($1,650,000) |
| Compliance status | Ownership value $20,742,302; 37.7× salary (includes unvested RSUs and PSUs expected to vest) |
| Stock ownership policy | Anti-hedging and anti-pledging; prohibits margin purchases and pledging company shares |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 38,723 (2023 grant) and 22,148 (2024 grant); market value $3,574,133 and $2,044,260; Unearned PSUs: 163,856 (2022 cycle, settled 200% on Feb 1, 2025), 87,127 (2023 cycle), 33,223 (2024 cycle); market value $15,123,909, $8,041,822, $3,066,483 |
Outstanding Equity Awards at 2024 Year-End (Detail)
| Grant | Number Unvested/Unearned (#) | Type | Market/Payout Value ($) |
|---|---|---|---|
| 1/31/2023 | 38,723 | RSUs | $3,574,133 |
| 2/2/2024 | 22,148 | RSUs | $2,044,260 |
| 2/1/2022 | 163,856 | PSUs (settled 200% on 2/1/2025) | $15,123,909 |
| 1/31/2023 | 87,127 | PSUs (performance period ends 12/31/2025) | $8,041,822 |
| 2/2/2024 | 33,223 | PSUs (performance period ends 12/31/2026) | $3,066,483 |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement type | Offer letter (no specific term) with eligibility for CTI, annual equity grants, and defined contribution plans |
| Severance (without cause / good reason) | Up to 2× annual base salary plus lower of target or prior-year actual annual incentive; pro-rated current year incentive; RSUs and PSUs vest pro rata; options: vested exercisable for 30 days; unvested forfeited |
| Change in Control (double trigger) | 24 months of Eligible Earnings (salary + incentive) and continued medical benefits; RSUs and PSUs fully vest on change-in-control or termination; PSUs vest at target for grants within 12 months unless actual > target; for grants 13–36 months, at least 100% of actual performance, with Board discretion |
| Anti-hedging / anti-pledging | Strict prohibitions on hedging, shorting, options on company stock, margin purchases and pledging |
| Clawback | Clawback and recoupment policies in place |
Potential Payments on Termination (12/31/2024 valuation)
| Scenario | Total ($) | Components (selected) |
|---|---|---|
| Death | $25,585,748 | RSU $4,074,152; PSU $21,511,596 |
| Disability | $25,585,748 | RSU $4,074,152; PSU $21,511,596 |
| Retirement | $440,000 | Bonus $440,000 (Phillips not retirement-eligible) |
| Involuntary Termination Without Cause / Resign with Good Reason | $24,980,810 | Base $1,100,000; Bonus $880,000; RSU $1,489,214; PSU $21,511,596 |
| Change in Control Period (double trigger) | $33,883,995 | Base $1,100,000; Bonus $880,000; Benefits $53,388; RSU $5,618,393; PSU $26,232,214 |
Vesting and Insider Activity Indicators
| Item | 2024 |
|---|---|
| Options exercised | None |
| Shares acquired on vesting | 307,624 shares; value realized $11,097,916 (mix of RSUs and PSUs) |
| Vesting prices (selected dates) | RSU Jan 31, 2024: $34.36; PSU Feb 1, 2024: $35.78; RSU Feb 2, 2024: $35.88; RSU Dec 2, 2024: $85.39 |
Deferred Compensation
| Plan | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| U.S. Supplementary Plan | $86,814 | $164,188 | $1,003,327 |
Investment Implications
- Pay-for-performance alignment is strong: 2024 corporate CTI measures all paid at maximum with CPF 185%; Phillips’ award was capped at 2× target (160% of base), consistent with policy constraints .
- Retention risk appears moderated by substantial unvested equity and double-trigger CIC protection: RSUs and PSUs vest pro-rata upon termination without cause, with full vesting under CIC provisions and 24 months of Eligible Earnings; large PSU loads across 2023–2026 cycles represent meaningful retention value .
- Ownership alignment: Although beneficial share ownership is 0, Phillips exceeds the 3× salary guideline by a wide margin (37.7×) when including unvested RSUs and near-term PSUs; anti-hedging and anti-pledging restrictions reduce misalignment and risk of collateral-driven selling .
- Near-term supply watch: Significant vesting events occurred in 2024 and more are scheduled (Feb 2025, Feb 2026, Dec 2025/2026); while options are not a factor (no 2024 grants and no exercises), PSU settlements and RSU deliveries can create potential selling pressure if shares are sold upon vesting. Monitor Form 4 activity around vest dates for execution signals .
- Performance execution: Phillips drove CCS revenue to $6.49B (+40% YoY), capturing 67% of total company revenue, with strategic wins in AI/ML compute, networking, and rack solutions—supportive of continued incentive attainment but increases reliance on hyperscaler cycles and execution across rapid capacity scaling .