Robert Cascella
About Robert A. Cascella
Robert A. Cascella (age 70) is an independent director of Celestica Inc., serving since 2019; he chairs the Human Resources and Compensation Committee (HRCC) and sits on the Audit and Nominating & Corporate Governance Committees (NCGC) . He is a former Executive Vice President at Royal Philips and CEO of Philips’ Diagnosis & Treatment businesses, holds a Bachelor’s degree in Accounting from Fairfield University, and is NACD Directorship certified . In 2024 he achieved 100% attendance at Board and committee meetings, and his director election support in 2024 was 94.40% . He is based in Boca Raton, Florida, U.S. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Philips | Special Advisor and Strategic Business Development Leader | 2021 | Senior advisory capacity to Executive Committee leadership |
| Royal Philips | EVP; CEO, Diagnosis & Treatment businesses; member of Philips’ Executive Committee | 2015–2021 (Exec Comm. 2016–2021) | Led Radiology, Cardiology, Oncology, and Enterprise Diagnostic Informatics |
| Hologic, Inc. | President; later CEO; Director (board service 2008–2013) | ~10 years (CEO years not separately enumerated); Director 2008–2013 | Oversaw medical device/diagnostics growth and governance |
| CFG Capital; NeoVision Corporation; Fisher Imaging Corporation | Senior leadership positions | Not disclosed | Various executive leadership roles |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Neuronetics, Inc. | Board Chair | Public | 2021–present |
| Mirion Technologies | Director | Public | 2021–present |
| Koru Medical Systems, Inc. | Director | Public | 2022–present |
| Metabolon, Inc. | Director | Private | 2021–present |
Board Governance
- Committee assignments: Audit; HRCC (Chair); NCGC .
- Independence: Board determined independent; all three standing committees are fully independent .
- Attendance and engagement: 100% attendance in 2024 (Board 7/7; Audit 5/5; HRCC 5/5; NCGC 4/4) .
- Years of service: On Celestica’s Board since 2019 .
- 2024 director election support: 94.40% “For” .
- Shareholder engagement: As HRCC Chair, led engagement and participated in a meeting with a top shareholder representing ~2% of Common Shares regarding compensation and other matters .
- Executive sessions: Independent directors meet in camera at every Board and Audit/HRCC/NCGC meeting .
- Interlocks: “No directors sit together on another public company board” (reduces potential interlocks) .
Fixed Compensation
- Director fee structure: Annual Board retainer $275,000; HRCC Chair retainer $25,000; travel fee $2,500 per qualifying trip; paid quarterly .
- 2024 compensation mix election: 50% cash / 50% DSUs .
| Item | Amount (USD) |
|---|---|
| 2024 Cash Fees Paid | $155,000 |
| 2024 Stock Awards (DSUs grant-date fair value) | $155,000 |
| 2024 Total Director Compensation | $310,000 |
Notes: Director fee policy allows travel fees and requires a substantial portion of fees in DSUs (or RSUs once guideline met). Cascella elected 50% cash/50% DSUs in 2024 .
Performance Compensation
- Equity instrument and vesting: Director DSUs settle after retirement; RSUs (if elected post-guideline) vest one-third annually and unvested RSUs vest on retirement .
2024 DSU Grants by Quarter (grant-date detail)
| Quarter 2024 | Units Granted (#) | Grant-Date Fair Value (USD) |
|---|---|---|
| Q1 2024 | 862 | $38,750 |
| Q2 2024 | 675 | $38,750 |
| Q3 2024 | 758 | $38,750 |
| Q4 2024 | 419 | $38,750 |
| Total 2024 | 2,714 | $155,000 |
Other Directorships & Interlocks
| Company | Role | Interlocks with CLS Directors |
|---|---|---|
| Neuronetics, Inc. | Board Chair | None disclosed; CLS states no directors sit together on another public company board |
| Mirion Technologies | Director | None disclosed |
| Koru Medical Systems, Inc. | Director | None disclosed |
Expertise & Qualifications
- Executive leadership; healthcare technology; strategy and M&A; NACD Directorship certified .
- Financially literate for audit committee service (Board determined all Audit members are independent and financially literate) .
Equity Ownership
| Metric | As of/Notes | Amount |
|---|---|---|
| Beneficial Common Shares | April 22, 2025 | 0 shares; 0.00% of 114,991,980 outstanding |
| Unvested DSUs | Dec 31, 2024 | 73,793 units; $6,811,094 value at $92.30 |
| Unvested RSUs | Dec 31, 2024 | None disclosed for Cascella |
| Director Ownership Guideline Target | 150% of $275,000 = $412,500 | Target met (value $6,811,094) |
| Hedging/Pledging | Policy | Prohibited for directors (no hedging, no margin purchases/borrowing, no pledging) |
Anti-hedging/anti-pledging policies and Clawback/Recoupment policies are in force and aligned with SEC/NYSE rules; equity plans use a “double trigger” for change-in-control treatment .
Governance Assessment
- Strengths:
- Independent HRCC Chair with 100% attendance; sits on Audit and NCGC; independent committees enhance oversight .
- Robust alignment: DSU holdings valued at ~$6.81M and guideline status “Yes” (significant skin-in-the-game via DSUs) .
- Shareholder engagement: Led outreach and engaged directly with a top holder (~2%) on pay and governance .
- Risk controls: Anti-hedging/anti-pledging; comprehensive clawback and recoupment framework; double-trigger change-in-control .
- No related-party transactions since Jan 1, 2024; no board interlocks with other CLS directors on outside boards .
- Watch items:
- Multiple external public boards (three): Koru Medical, Mirion, and Neuronetics (Chair). While normal for seasoned directors, investors may monitor time commitments .
- Beneficial ownership of common shares is 0; alignment is primarily via DSUs rather than open-market share ownership .
No HRCC interlocks or insider participation; no HRCC member was an officer/employee in 2024 and no Item 404 relationships disclosed for HRCC members .
Data Appendix and References
- Board and director highlights: independence, committee memberships, attendance, voting results, nominee details .
- Director fee structure, elections, and grant details .
- Director ownership guidelines and per-director compliance .
- Anti-hedging/pledging, clawback, and related policies .
- Related-party transactions disclosure .