Michael Wilson
About Michael M. Wilson
Michael M. Wilson, 73, is an independent director of Celestica (CLS) since 2011 and has served as independent Chair of the Board since 2020. He holds a B.Sc. in Chemical Engineering from the University of Waterloo and previously served as President & CEO of Agrium Inc. (2003–2013), Chair of Suncor Energy Inc. (Board member since 2014; Chair since 2017), President of Methanex Corporation, and held senior roles at Dow Chemical across North America and Asia . In 2024, he maintained 100% attendance across Board and committee meetings, underscoring strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agrium Inc. | President & CEO; previously EVP & COO | 2003–2013 (CEO); prior EVP/COO | Led large-cap ag inputs company; merged with PotashCorp to form Nutrien |
| Methanex Corporation | President | — | Executive leadership in petrochemicals |
| Dow Chemical Company | Various senior roles (NA/Asia) | — | Global operating experience in chemicals |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Air Canada | Director | 2014–2025 | Member, Human Resources & Compensation Committee |
| Suncor Energy Inc. | Director; Board Chair | 2014–2024; Chair since 2017 | Board leadership; governance oversight |
Board Governance
- Independence: Independent director and independent Chair under Canadian securities laws and NYSE standards .
- Board leadership: Roles of Chair and CEO are separated; Board reviews structure periodically; Wilson serves as independent Chair .
- Committee memberships: Audit, HRCC (Human Resources & Compensation), NCGC (Nominating & Corporate Governance) .
- Interlocks: No current Celestica directors serve together on other public company boards, reducing interlock risk .
- In-camera sessions: Independent directors meet without management at every Board and committee meeting; Chair presides .
Attendance (2024)
| Category | Meetings Attended | Attendance % |
|---|---|---|
| Board | 7 of 7 | 100% |
| Audit Committee | 5 of 5 | 100% |
| HRCC | 5 of 5 | 100% |
| NCGC | 4 of 4 | 100% |
Fixed Compensation (Director)
- Director fee framework (2024):
- Board Chair annual retainer: $400,000
- Audit Chair retainer: $35,000
- HRCC Chair retainer: $25,000
- NCGC Chair retainer: $20,000
- Travel fee: $2,500 per qualifying trip
2024 Fees Earned (Wilson)
| Name | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael M. Wilson | $0 | $410,000 | $410,000 |
2024 Election Mix
| Director | Cash | DSUs | RSUs |
|---|---|---|---|
| Michael M. Wilson | — | — | 100% |
Performance Compensation (Director)
- Directors elect DSUs/RSUs; RSU awards vest time-based (not performance-based). RSUs vest one-third annually over three years; unvested RSUs vest on retirement. DSUs settle ~45 days after retirement; company can settle DSUs/RSUs in shares or cash per plan terms .
- No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to Board compensation; awards follow fee elections and vesting schedules .
RSU/DSU Terms
| Instrument | Key Terms |
|---|---|
| RSUs (directors) | Quarterly grants; vest 1/3 per year on first, second, third anniversaries; unvested RSUs vest upon retirement; settle into one common share or permitted cash |
| DSUs (directors) | Quarterly grants; settle ~45 days post-retirement or as soon as practicable; pay-out value based on closing price on valuation date; may be settled in cash or shares |
2024 Quarterly RSU Grants (Wilson)
| Quarter | Units Granted | Grant Date Fair Value ($) |
|---|---|---|
| Q1 2024 | 2,280 | $102,500 |
| Q2 2024 | 1,787 | $102,500 |
| Q3 2024 | 2,006 | $102,500 |
| Q4 2024 | 1,092 | $102,500 |
Other Directorships & Interlocks
| Current/Recent Boards | Shared Boards with CLS Directors | Notes |
|---|---|---|
| Air Canada (2014–2025); Suncor Energy (2014–2024, Chair) | None; CLS states no directors sit together on another public company board | Minimizes interlock/conflict risks |
Expertise & Qualifications
- Public company board leadership; corporate governance .
- Business development and strategic oversight .
- Chemical engineering background (University of Waterloo) .
- HRCC experience at Air Canada; cross-industry governance skill set .
Equity Ownership
- Beneficial ownership (as of April 22, 2025): 7,501 common shares; less than 1% of class .
- Director share ownership breakdown (as of Dec 31, 2024; valued at $92.30 close):
- Common shares: 26,784 ($2,472,163)
- DSUs: 283,131 ($26,132,991)
- RSUs (unvested): 33,405 ($3,083,282)
- Total: 343,320 units ($31,688,436)
| Date | Common Shares (# / $) | DSUs (# / $) | RSUs (# / $) | Total Units / Value | Ownership Guideline Compliance |
|---|---|---|---|---|---|
| Dec 31, 2024 | 26,784 / $2,472,163 | 283,131 / $26,132,991 | 33,405 / $3,083,282 | 343,320 / $31,688,436 | Chair target: $750,000; Met: Yes |
| Apr 22, 2025 | 7,501 / — | — | — | — | — |
- Director share ownership guidelines: Chair must hold 187.5% of Chair retainer; Wilson’s value: $31,688,436 vs $750,000 target; Met .
- Anti-hedging/anti-pledging: Directors are prohibited from speculative transactions, hedging, margin purchases, and pledging Celestica securities .
Governance Assessment
- Independence and leadership: Wilson is independent and serves as independent Chair; Chair/CEO roles separated, improving oversight and governance clarity .
- Engagement: 100% attendance at Board and all committees in 2024 indicates strong commitment and effective oversight .
- Ownership alignment: Significant holdings (DSUs/RSUs/common shares) with value far exceeding Chair ownership guideline supports “skin-in-the-game” alignment; RSUs vest over time (not performance-based), reducing short-term risk-taking .
- Conflicts/interlocks: No current CLS director interlocks on other public boards; HRCC disclosed no relationships requiring Item 404 disclosure; reduces related-party/conflict risk .
- Risk controls: Anti-hedging/anti-pledging policy for directors; independent committees (Audit, HRCC, NCGC) fully comprised of independent directors; frequent in-camera sessions strengthen board effectiveness .
- Shareholder engagement: HRCC and Chair-led engagements; feedback shared with Board; alignment with shareholder views on pay-for-performance noted by HRCC .
RED FLAGS: None identified from available filings. No related-party transactions requiring disclosure for HRCC members; robust anti-hedging/pledging policy; 100% attendance; no director interlocks .