Jill Kale
About Jill Kale
An independent director of Celestica Inc. since 2022, age 66, based in Doylestown, Pennsylvania. Kale brings 30+ years of aerospace and defense leadership across advanced radar, electronic warfare, missile guidance, and defense electronic systems; she holds a B.S. in Industrial Engineering (Rutgers) and an MBA (George Washington University) . She currently serves on Audit, HRCC, and NCGC committees and maintained 100% board and committee attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cobham Advanced Electronic Solutions (CAES) | Sector President | 2012–2019 | Led diversified A&D business; oversaw sites in NA/UK/Sweden; chaired Special Security Agreement Board ensuring compliance for foreign‑owned U.S. company executing classified DoD contracts |
| Northrop Grumman | Executive leadership roles | Not disclosed | Managed multi‑hundred‑million‑dollar programs, including surveillance radar systems and EW suites |
| BAE Systems | Executive leadership roles | Not disclosed | Managed complex A&D solutions programs (radar/EW) |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| iDirect Government, LLC | Board Director | Since 2022 | Secure satellite communications provider for defense/government applications |
| Other public company boards | — | — | None disclosed for Kale |
Board Governance
- Independence: Independent under Canadian securities laws and NYSE listing standards (all directors except CEO) .
- Committee assignments: Audit, HRCC, NCGC member; not a chair (Audit Chair: Müller; HRCC Chair: Cascella; NCGC Chair: Colpron) .
- In‑camera sessions: Independent directors meet in camera at every Board and Audit/HRCC/NCGC meeting .
- No director interlocks: No directors serve together on another public company board ; HRCC members had no Item 404 relationships or interlocks in 2024 .
- Chair: Independent Chair of the Board (Michael M. Wilson) .
2024 Attendance and Voting
| Metric | Value |
|---|---|
| Board Attendance | 7 of 7; 100% |
| Audit Committee | 5 of 5; 100% |
| HRCC | 5 of 5; 100% |
| NCGC | 4 of 4; 100% |
| 2024 Voting Result (Director Election) | 99.04% support |
Fixed Compensation
- Director fee structure (2024): Annual Board Retainer for Directors $275,000; travel fee $2,500 per instance; committee chair retainers apply only to chairs (Audit $35,000; HRCC $25,000; NCGC $20,000) .
- DSU/RSU election policy: Directors elect cash 0/25/50% with balance in DSUs (or RSUs after meeting ownership guideline). Jill elected 100% DSUs; no cash; no RSUs in 2024 .
- 2024 compensation outcome: Cash $0; Stock awards (DSUs) $285,000; Total $285,000 .
2024 Quarterly DSU Grants for Kale
| Quarter | Units Granted (#) | Grant Date Fair Value ($) |
|---|---|---|
| Q1 2024 | 1,585 | $71,250 |
| Q2 2024 | 1,242 | $71,250 |
| Q3 2024 | 1,393 | $71,250 |
| Q4 2024 | 771 | $71,250 |
Notes: DSUs granted quarterly in arrears; DSU fair values used the quarter‑end NYSE close (Q1 $44.94, Q2 $57.33, Q3 $51.12, Q4 $92.30) per proxy methodology .
Performance Compensation
- No performance‑based components for director compensation; no options, bonuses, non‑equity incentive comp, pension, or other perquisites reported for directors in 2024 (columns omitted in director compensation table) .
- RSU vesting mechanics (if elected): RSUs vest 1/3 per year over 3 years; unvested RSUs vest on retirement; DSUs settle ~45 days after retirement in shares or cash at company discretion .
- Performance metrics (e.g., EPS, ROIC) apply to NEOs, not directors; none disclosed for director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other Public Company Boards (Kale) | None |
| Shared external boards with CLS directors | None; governance highlight states “No directors sit together on another public company board” |
| Compensation Committee Interlocks | None; no Item 404 relationships in 2024 among HRCC members |
Expertise & Qualifications
- Sector expertise: Aerospace & Defense—advanced radar, EW, missile guidance, defense electronic systems .
- Governance: Chaired SSA Board at CAES; compliance oversight for classified DoD work .
- Committee skills: Board skills matrix lists Kale with Technology & Engineering, Strategy/Business Development, A&D expertise ; Audit Committee members (including Kale) deemed financially literate .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Common Shares (as of Apr 22, 2025) | 0 |
| Unvested DSUs Held (as of Dec 31, 2024) | 20,920 |
| Market Value of DSUs (at $92.30 close; Dec 31, 2024) | $1,930,916 |
| Director Ownership Guideline Requirement | 150% of annual retainer (target $412,500 as of Dec 31, 2024) |
| Compliance Status | Met (Value $1,930,916 vs. target $412,500) |
| Shares pledged/hedged | Not disclosed in director section; company maintains anti‑hedging/pledging policies per proxy contents index |
Governance Assessment
-
Strengths
- Independence and multi‑committee membership (Audit, HRCC, NCGC) enhance board effectiveness .
- 100% attendance across board and committees in 2024 demonstrates strong engagement .
- High ownership alignment: elected 100% DSUs; exceeds share ownership guideline by ~4.7x, supporting investor alignment .
- No disclosed related‑party transactions, no committee interlocks; robust governance practices (in‑camera sessions; independent Chair) .
-
Watch‑items
- Not a committee chair—contributes as member rather than governance lead (context: chairs are Cascella/Colpron/Müller) .
- No public company directorships disclosed for Kale—limits potential external public board signal flow; however, mitigated by deep A&D operational expertise and private board role .
-
RED FLAGS
- None disclosed related to conflicts of interest, attendance shortfalls, option repricing, tax gross‑ups, hedging/pledging, or related‑party transactions .