Mandeep Chawla
About Mandeep Chawla
Celestica’s CFO since 2017, Mandeep Chawla is age 48, joined Celestica in 2010 after beginning his career at General Electric. He holds a Master of Finance (Queen’s University), a Bachelor of Commerce (McMaster University), and is a CPA, CMA; he served on Sleep Country Canada’s board from 2020–2024. Company performance during 2022–2024 shows strong value creation: the value of a hypothetical $100 investment in Celestica rose to $829 in 2024 versus $137 for the peer group, alongside rising net income and adjusted EPS. These metrics reflect corporate-level results that influence his pay outcomes and equity realizations .
Company performance context (investor lens)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return – value of $100 investment ($) | $101 | $263 | $829 |
| Peer Group TSR – value of $100 ($) | $75 | $106 | $137 |
| Net Income ($MM) | $180.1 | $244.4 | $428.0 |
| Adjusted EPS ($) | $1.94 | $2.46 | $3.88 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celestica Inc. | Chief Financial Officer | 2017–Present | Oversees financial performance, capital allocation, risk, and investor communications |
| Celestica Inc. | Senior finance roles | 2010–2017 | Progressively senior responsibilities leading to CFO appointment |
| General Electric | Finance roles | Not disclosed | Foundational training at a global industrial leader |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sleep Country Canada Holdings Inc. | Director | 2020–2024 | Governance and oversight at a TSX-listed retailer |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $587,671 | $600,000 |
| All Other Compensation ($) | $102,685 | $135,345 | $144,591 |
Notes:
- 2024 base salary remained $600,000; the NEO salary change table shows $600,000 in 2023 and 2024 and $550,000 in 2022 (increase effective April 1, 2023) .
- “All Other Compensation” details are summarized in the proxy; specifics are not itemized in the cited chunks .
Performance Compensation
Annual Incentive (CTI) – Structure and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout mechanics | Outcome |
|---|---|---|---|---|---|
| IFRS Revenue | 40% | Not disclosed | Maximum achieved | Revenue can pay above target only if target operating margin achieved (cap applied) | Contributed to CPF 185% |
| Non-IFRS Operating Margin | 40% | Not disclosed | Maximum achieved | Minimum corporate profitability must be met for any CTI payout | Contributed to CPF 185% |
| Non-IFRS Adjusted Free Cash Flow | 20% | Not disclosed | Maximum achieved | CTI capped at 2x Target Award | Contributed to CPF 185% |
| CFO CTI Amounts | Threshold ($) | Target ($) | Maximum ($) | Actual Paid ($) |
|---|---|---|---|---|
| 2024 CTI | — | $600,000 | $1,200,000 | $1,200,000 |
Notes:
- The HRCC approved a Company Performance Factor (CPF) of 185% for 2024; actual CFO payout was at the 2x cap, reflecting CPF and individual performance factor mechanics .
- Target bonus dollars shown for CFO equal $600,000; with a $600,000 base salary in 2024, this implies a 100% target bonus opportunity (company discloses dollars, not percentage) .
Equity Awards – Grants and Vesting
| Award Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU (2024) | 2/2/2024 | 22,148 | $800,000 | 1/3 on Feb 2, 2025; 1/3 on Feb 2, 2026; remainder Dec 1, 2026 |
| PSU (2024; target) | 2/2/2024 | 33,223 | $1,437,600 | 3-year performance to Dec 31, 2026; payout 0–200% based primarily on non-GAAP adjusted EPS vs target, modified by relative TSR |
| PSU (2022; earned) | 2/1/2022 | 187,952 unearned at year-end 2024 | $17,347,970 market/payout value at 12/31/24 | Settled Feb 1, 2025 at 200% based on non-IFRS operating margin (final year) modified by average annual non-IFRS adjusted ROIC and relative TSR |
| RSU (2023) | 1/31/2023 | 40,816 unvested at 12/31/24 | $3,767,317 market value at 12/31/24 | 1/3 vested Jan 31, 2024; 1/3 Jan 31, 2025; remainder Dec 1, 2025 |
| PSU (2023; target) | 1/31/2023 | 91,837 unearned at 12/31/24 | $8,476,555 market/payout value at 12/31/24 | 3-year performance to Dec 31, 2025; payout 0–200% primarily on non-GAAP adjusted EPS, modified by relative TSR factor -30% to +30% |
Design details:
- RSUs vest ratably over 3 years, subject to continued employment; settled in Common Shares under LTIP/CSUP practices .
- 2024 PSUs: performance primarily non-GAAP adjusted EPS vs HRCC-approved range; modified by relative TSR; payout 0–200% of target; three-year period ends Dec 31, 2026 .
Option Awards and Exercises
| Item | 2024 |
|---|---|
| Options exercised (#) | — (none) |
| RSUs/PSUs vested (#) | 351,063 |
| Value realized on vesting ($) | $13,597,270 |
| Vesting dates and prices | Jan 31, 2024 RSU $34.36; Feb 1, 2024 PSU $35.78; Feb 2, 2024 RSU $35.88; Dec 2, 2024 RSU $85.39 |
Equity Ownership & Alignment
| Requirement | Status | Evidence |
|---|---|---|
| Executive Share Ownership Guideline: 3× salary ($1,800,000 requirement for CFO) | Compliant; ownership value $23,159,547; 38.6× salary | Ownership count includes Common Shares, all unvested RSUs, and PSUs expected to vest in Q1 following assessment; valued at $92.30 (12/31/24 close) |
| Beneficial Ownership (Common Shares) as of Apr 22, 2025 | 0 Common Shares; less than 1% of class | Security ownership table for directors/NEOs |
| Anti-hedging and anti-pledging | Prohibited for executives/directors (no hedging, margin purchases, borrowing against Celestica securities, or pledging as collateral) | Policy statement |
| Clawbacks | SEC 10D-1-compliant accounting restatement clawback; SOX Section 304; incentive recoupment for material breach of post-employment provisions; equity post-release breach repayment within 12 months | Policy summary |
Outstanding equity at year-end 2024 (CFO):
| Grant | Units Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|
| RSU 1/31/2023 | 40,816 | $3,767,317 |
| RSU 2/2/2024 | 22,148 | $2,044,260 |
| PSU 2/1/2022 (earned at 200%) | 187,952 | $17,347,970 |
| PSU 1/31/2023 (unearned) | 91,837 | $8,476,555 |
| PSU 2/2/2024 (unearned) | 33,223 | $3,066,483 |
Employment Terms
Severance & Change-of-Control provisions (general NEO policy)
- Termination without Cause: eligible for up to 2× annual base salary + lower of target or actual prior-year annual incentive (“Eligible Earnings”), plus prorated current-year incentive; equity treated pro rata (RSUs/PSUs) based on service; vested stock options exercisable 30 days; unvested options forfeited .
- Double trigger (CIC): if terminated without cause or for good reason within 6 months before a CI transaction disclosure or within 2 years after a Change of Control, entitled to 24 months of Eligible Earnings and continued medical benefits; RSUs and PSUs fully vest; PSU vesting formulas depend on grant timing with at least 100% of actual performance for 13–36 month window .
- Retirement: RSUs continue vesting per schedule; PSUs vest pro rata based on actual performance; options continue to vest and are exercisable per plan limits .
CFO – Estimated Payments by Scenario (as of 12/31/2024)
| Scenario | Base Salary ($) | Bonus ($) | Benefits Continuation ($) | RSU Vesting Value ($) | PSU Vesting Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | — | — | $4,232,214 | $24,025,611 | $28,257,825 |
| Disability | — | — | — | $4,232,214 | $24,025,611 | $28,257,825 |
| Retirement | — | $600,000 | — | — | — | $600,000 |
| Involuntary Termination Without Cause or Resignation with Good Reason | $1,200,000 | $1,200,000 | — | $1,569,715 | $24,025,611 | $27,995,326 |
| Termination for Good Reason/Without Cause in CIC Period (double trigger) | $1,200,000 | $1,200,000 | $24,107 | $5,811,577 | $28,891,008 | $37,126,692 |
Notes:
- Equity acceleration values use $92.30 per share (closing price on 12/31/24) .
- Benefits continuation for CIC as disclosed ($24,107) .
- These are estimates; actual outcomes depend on termination date, share price, salary level, age, service, and discretionary severance guidelines .
Pension and Deferred Compensation
- Participates in Canadian Defined Contribution Pension Plan; supplementary plan contributes annually the difference between the plan’s maximum contribution limit and 8% of total base salary plus paid annual incentives; returns mirror selected investment options from the main plan via notional accounts .
Compensation Committee, Peer Group, and Say‑on‑Pay
- HRCC retains Willis Towers Watson as independent compensation consultant; fees C$355,950 (executive comp) and C$64,459 (other) in 2024; independence confirmed per NYSE factors .
- 2024 Comparator Group includes EMS and U.S. tech peers (e.g., Jabil, Flex, Sanmina, Plexus, Fabrinet, NetApp, Seagate, Juniper, Trimble, TTM, Ciena, Benchmark, CommScope, Xerox, Curtiss‑Wright, ScanSource, NCR Voyix) .
- 2024 say‑on‑pay approval: 93.50% FOR; Board recommends annual frequency .
Risk Indicators & Alignment
- Anti-hedging/pledging policy prohibits speculative transactions and pledging Celestica securities; reduces misalignment risk .
- Clawbacks: SEC 10D‑1 restatement clawback, SOX Section 304, and incentive recoupment for material post-employment breaches; equity repayment required within 12 months of release upon specified breaches .
- Double‑trigger CIC vesting and 24 months Eligible Earnings: substantial equity acceleration potential; HRCC stresses pay-for-performance and imposes caps on PSU payouts .
Investment Implications
- Strong alignment: Ownership far exceeds guideline (38.6× salary), anti‑hedging/pledging, and robust clawbacks mitigate agency risk .
- Retention and M&A dynamics: Large unvested PSU/RSU balances and sizable CIC acceleration ($37.1M estimated) could influence retention incentives and potential deal timing; monitor HRCC equity mix and CIC terms for dilution and payout sensitivity .
- Trading signals: 2024 vesting was heavy (351,063 shares; $13.6M realized), with recurring RSU releases around late Jan/early Feb and Dec 1; such schedules can create predictable supply events around vest dates; CFO had no option exercises in 2024, reducing incremental exercise-driven supply .
- Pay-for-performance: CTI paid at 2× target amid CPF 185% and corporate outperformance (TSR, net income, adjusted EPS), indicating high variable pay leverage tied to results; continue to track PSU metric calibration (EPS and TSR modifier) for performance risk and payout convexity .