Laurette Koellner
About Laurette T. Koellner
Independent director at Celestica (CLS). Reappointed to the Board effective October 27, 2025 after unexpectedly stepping down in January 2025; the Board determined she is independent under Canadian securities laws and NYSE listing standards . More than 15 years of service on Celestica’s Board, with deep experience in international business, finance, and human resources; education includes a B.S. in Business Management (University of Central Florida), MBA (Stetson University), and Certified Professional Contracts Manager designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Lease Finance Corporation (AIG subsidiary) | Executive Chairman | 2012–2014 | Led governance and strategic oversight through sale process |
| Boeing International (The Boeing Company) | President | Retired 2008 | Global operations and strategy; member of Office of the Chairman |
| The Boeing Company | President, Connexion by Boeing | Prior to 2008 | Led broadband connectivity initiative |
| The Boeing Company | EVP, Internal Services; Chief HR & Administrative Officer; President, Shared Services; Corporate Controller | Prior to 2008 | Enterprise functions leadership; finance and HR expertise |
External Roles
| Organization | Role | Notes |
|---|---|---|
| The Goodyear Tire & Rubber Company | Chair of the Board | Current public company directorship |
| Papa John’s International, Inc. | Director | Current public company directorship |
| Nucor Corporation | Director | Current public company directorship |
Board Governance
- Independence: Determined independent by the Board under Canadian and NYSE standards .
- Committee assignments (current): Audit Committee, Human Resources & Compensation Committee (HRCC), and Nominating & Corporate Governance Committee (NCGC) .
- Prior roles: Served as Chair of the Audit Committee until January 31, 2025; designated by the Board as an Audit Committee “financial expert” under SEC rules (Item 407(d)(5)) .
- Executive sessions: Independent directors meet in camera at every Board and Audit/HRCC/NCGC meeting .
- Interlocks: Proxy states no directors sit together on another public company board; HRCC disclosed no Item 404 relationships and no interlocking relationships under Item 407(e) in 2024 .
Attendance (2024)
| Director | Board | Audit | HRCC | NCGC | Board Attendance % | Committee Attendance % |
|---|---|---|---|---|---|---|
| Laurette T. Koellner | 7 of 7 | 5 of 5 | 5 of 5 | 4 of 4 | 100% | 100% |
Fixed Compensation (Director Pay Structure and Koellner 2024 Actual)
| Element | 2024 Fee |
|---|---|
| Annual Board Retainer – Board Chair | $400,000 |
| Annual Board Retainer – Directors | $275,000 |
| Audit Committee Chair Retainer | $35,000 |
| HRCC Chair Retainer | $25,000 |
| NCGC Chair Retainer | $20,000 |
| Travel Fee (per meeting) | $2,500 |
| Name | Cash ($) | Stock Awards ($) | Total ($) | Pay Election (Cash/DSUs/RSUs) |
|---|---|---|---|---|
| Laurette T. Koellner | $160,000 | $160,000 | $320,000 | 50% / 50% / — |
- Directors elect to receive 0%, 25% or 50% of fees in cash; balances in DSUs (until ownership guideline met) or RSUs (after guideline met). If no election, 100% in DSUs .
Performance Compensation (Director Equity Awards)
- Quarterly director DSU/RSU grants are credited in arrears; DSU fair value uses NYSE closing price at quarter-end; RSU fair value uses closing price on the trading day prior to grant .
- DSUs settle 45–90 days post-retirement in shares or cash at company’s discretion; RSUs vest one-third annually over three years and unvested RSUs vest immediately at retirement .
- Directors had no option awards, non-equity incentives, pension or deferred compensation to report under Item 402(k) in 2024 (columns omitted) .
| Quarter (2024) | Units Granted (#) | Grant-Date Fair Value ($) |
|---|---|---|
| Q1 2024 | 890 | $40,000 |
| Q2 2024 | 697 | $40,000 |
| Q3 2024 | 782 | $40,000 |
| Q4 2024 | 433 | $40,000 |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current boards | Goodyear (Chair), Papa John’s, Nucor |
| CLS director interlocks | None; proxy notes no directors serve together on another public company board |
| Compensation committee interlocks | None disclosed for 2024; HRCC members not current/former officers; no Item 404 relationships |
| Related-party transactions | None involving Koellner requiring Item 404(a) disclosure at appointment |
Expertise & Qualifications
- Audit committee financial expert designation; prior Audit Chair at CLS .
- Executive leadership across finance, HR, internal services, global operations; member of Boeing Office of the Chairman .
- Education: B.S. Business Management (UCF), MBA (Stetson), Certified Professional Contracts Manager (NCMA) .
Equity Ownership
| Instrument | Unvested Units (#) | Market Value (12/31/2024) |
|---|---|---|
| DSUs | 290,486 | $26,811,858 |
| RSUs | — | — |
| Implied ownership % of common shares outstanding (if DSUs settled to shares) | 0.25% (290,486 ÷ 114,991,980) |
- Director Share Ownership Guidelines: Hold securities equal to 150% of annual retainer (Directors) and 187.5% (Board Chair) within five years; compliance table in 2025 proxy excludes Koellner due to January 31, 2025 resignation .
- Anti-hedging/anti-pledging: Policy prohibits short sales, options, hedging instruments, margin purchases, and pledging of Celestica securities by directors .
Say-on-Pay & Shareholder Feedback
| Meeting | For | Against | Abstain | Broker Non-Votes | Result |
|---|---|---|---|---|---|
| 2025 Annual & Special Meeting (June 17, 2025) | 69,181,846 | 2,321,266 | 409,859 | 12,041,325 | Advisory approval (counts as shown) |
| 2024 AGM (April 25, 2024) | — | — | — | — | 93.50% For |
- Shareholder engagement: HRCC Chair led outreach; contacted top holders representing ~32% of common shares .
Compensation Committee Analysis
- Independent compensation consultant retained; HRCC meets with consultant without management present .
- Consultant fees (C$): Executive compensation-related fees C$355,950 (2024), C$306,875 (2023); All other fees C$64,459 (2024) .
- HRCC timeline spans Jan–Dec with structured reviews of objectives, pay design, ownership guidelines, and shareholder feedback .
Governance Assessment
- Strengths: Independence affirmed; prior Audit Chair and audit financial expert designation; 100% attendance in 2024; substantial skin-in-the-game via DSUs; robust anti-hedging/pledging policy; no related-party transactions; no board interlocks; strong say-on-pay support (2024 and 2025) .
- Watch items/RED FLAGS: Unexpected resignation (Jan 31, 2025) followed by reappointment (Oct 27, 2025) warrants monitoring of continuity and committee leadership transitions; company disclosed the resignation was due to an unexpected personal situation, now resolved . No conflicts disclosed at appointment; continue monitoring for potential external role conflicts given chairs/board memberships at other issuers, though none identified by CLS and no Item 404(a) transactions reported .
- Overall signal: Koellner’s rejoining strengthens board oversight (audit, compensation, governance) given prior chairmanship and expertise; alignment supported by large DSU holdings and restrictive trading policies, with high investor support for governance/compensation frameworks .