Luis Müller
About Luis A. Müller
Luis A. Müller, age 55, is an independent director of Celestica (CLS) since 2021 and currently serves as Chair of the Audit Committee; he is also a member of the Human Resources and Compensation Committee (HRCC) and the Nominating and Corporate Governance Committee (NCGC) . He is CEO and a director of Cohu, Inc. since December 2014; he holds a PhD in Mechanical Engineering from MIT, BS/MS in Mechanical Engineering from Universidade Federal Santa Catarina, and an NACD Cyber-Risk Oversight certificate . In 2024, Müller attended 100% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinetrix, Inc. | Co-founder | Not disclosed | Company later acquired by Teradyne |
| Teradyne | Executive (joined via Kinetrix acquisition) | Not disclosed | Advanced test solutions experience |
| Cohu, Inc. | Chief Executive Officer and Director | Dec 2014 – present | Semiconductor capital equipment leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Cohu, Inc. (Nasdaq) | CEO and Director | Dec 2014 – present | Public company board service and operating leadership |
Board Governance
- Independence: The Board determined Müller is independent under Canadian securities laws and NYSE listing standards; only the CEO is non-independent .
- Committee assignments: Audit Committee Chair; member of HRCC and NCGC; designated “audit committee financial expert” under Reg S-K Item 407(d)(5) and NYSE Section 303A.07 .
- Attendance: 100% Board and committee attendance in 2024 (7/7 Board; 5/5 Audit; 5/5 HRCC; 4/4 NCGC) .
- Election support (2025 AGM): 68,635,849 For; 3,277,125 Withheld; 12,041,322 broker non-votes (95.44% For of votes cast) .
- Interlocks: No current directors serve together on another public company board (reduces information-flow/conflict risks) .
- Related party transactions: None since Jan 1, 2024 (no transactions >$120,000 involving directors or immediate family) .
- Say-on-pay (2025 AGM): 69,181,846 For; 2,321,266 Against; 409,859 Abstain; 12,041,325 broker non-votes (strong support) .
Fixed Compensation
| 2024 Director Fee Structure | Amount (USD) |
|---|---|
| Annual Board Retainer – Directors | $275,000 |
| Annual Retainer – Audit Committee Chair | $35,000 |
| Annual Retainer – HRCC Chair | $25,000 |
| Annual Retainer – NCGC Chair | $20,000 |
| Board Chair Retainer | $400,000 |
| Travel fee (per meeting outside home state/province) | $2,500 |
| 2024 Director Compensation (Müller) | Cash ($) | Stock Awards ($) | Total ($) | Election (Cash/DSUs/RSUs) |
|---|---|---|---|---|
| Annual Fees credited quarterly | — | $285,000 | $285,000 | 0% / 100% / — (100% DSUs) |
| Müller DSUs Granted by Quarter (2024) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| DSUs (#) | 1,585 | 1,242 | 1,393 | 771 |
| Grant Date Fair Value ($) | $71,250 | $71,250 | $71,250 | $71,250 |
Notes:
- Directors elect cash vs DSUs/RSUs until share ownership guidelines are met; Müller elected 100% DSUs for 2024 .
Performance Compensation
| Performance-linked Elements in Director Pay | Status |
|---|---|
| Non-Equity Incentive Plan Compensation | Not applicable (omitted in director table) |
| Option Awards | Not applicable (omitted in director table) |
| PSU/Performance metrics for directors | Not disclosed/applicable |
Other Directorships & Interlocks
| Person | Other Public Company Boards | Shared Boards with Other Celestica Directors | Committee Roles at Other Boards |
|---|---|---|---|
| Luis A. Müller | Cohu, Inc. (2014–present) | None (Board states no directors share other boards) | Not disclosed in proxy |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep finance and governance expertise .
- 29 years in semiconductor capital equipment; global operating leadership; corporate governance and international operations .
- Technical credentials: PhD (MIT); BS/MS (UFSC); NACD Cyber-Risk Oversight certificate .
Equity Ownership
| Beneficial Ownership of Common Shares (as of Apr 22, 2025) | Shares Owned | % of Outstanding (114,991,980) |
|---|---|---|
| Luis A. Müller | 0 Common Shares | 0% |
| Unvested Director Units (as of Dec 31, 2024) | Unvested DSUs (#) | Market Value ($) |
|---|---|---|
| Luis A. Müller | 42,563 | $3,928,565 (at $92.30 closing price) |
| Director Share Ownership Guidelines (as of Dec 31, 2024) | Target Value | Actual Value | Compliance |
|---|---|---|---|
| Luis A. Müller | $412,500 | $3,928,565 | Yes |
Additional alignment policies:
- Anti-hedging and anti-pledging: Directors are prohibited from hedging, margin purchases, borrowing against, or pledging Celestica securities .
- DSU settlement: DSUs settle upon retirement; RSUs vest one-third per year and unvested RSUs vest at retirement; DSUs/RSUs credited quarterly in arrears .
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; perfect attendance; strong shareholder support in 2025 election; robust anti-hedging/anti-pledging and clawback policies; director ownership guidelines exceeded (DSUs valued ~$3.93M) indicating alignment .
- Compensation mix: 100% of 2024 director fees taken as DSUs, tying value directly to share price; quarterly DSU grants transparently disclosed with grant-date values .
- Conflicts/related-party exposure: Company reports no related party transactions since Jan 1, 2024; Board states no shared external boards among directors—mitigates interlock risks .
- Shareholder signals: 2025 say-on-pay received strong support; governance practices include majority voting, independent committees, and comprehensive ESG oversight .
RED FLAGS: None disclosed specific to Müller. Monitoring areas include dual role as CEO of Cohu (ensure any prospective transactions with Cohu remain arm’s-length; currently none reported) and periodic review of director equity settlement practices at retirement for alignment continuity .